The Ministry of Commerce, China Securities Regulatory Commission, State-owned Assets Supervision and Administration Commission of the State Council, State Administration of Taxation, State Administration for Market Regulation and State Administration of Foreign Exchange have revised and issued the Measures for the Administration of Strategic Investments by Foreign Investors in Listed Companies.

Article 1 These Measures are formulated in accordance with the Foreign Investment Law of the People's Republic of China, the Securities Law of the People's Republic of China and other laws and regulations in order to promote high-level opening up, attract and utilize foreign capital with greater efforts, introduce foreign capital and management experience, improve the governance structure of listed companies, guide foreign investors to implement strategic investment in listed companies in an orderly and standardized manner, maintain the order of the securities market, and protect the legitimate rights and interests of listed companies and shareholders.
Article 2 These Measures apply to the behavior of foreign investors who acquire and hold A-shares of listed companies in the medium and long term through targeted issuance of new shares, agreement transfer, tender offer and other methods prescribed by national laws and regulations (hereinafter referred to as strategic investment).
Article 3 Foreign investors referred to in these Measures refer to foreign natural persons, enterprises or other organizations.
Listed companies referred to in these Measures refer to A-share listed companies.
Article 4 Strategic investment shall comply with the following principles:
(i) comply with national laws and regulations, and shall not endanger national security and social public interests;
(ii) adhere to the principles of openness, fairness and justice, safeguard the legitimate rights and interests of listed companies and their shareholders, accept supervision from the government and the public, apply Chinese laws, and obey Chinese judicial and arbitration jurisdiction;
(iii) carry out medium- and long-term investment, maintain the normal order of the securities market, and shall not speculate;
(iv) shall not hinder fair competition, exclude or restrict competition.
Article 5 Foreign investors shall not make strategic investments in listed companies involved in the investment prohibited areas stipulated in the negative list of foreign investment access; foreign investors shall make strategic investments in listed companies involved in the investment restricted areas stipulated in the negative list of foreign investment access, and shall comply with the restrictive access special management measures such as equity requirements and senior management requirements stipulated in the negative list.
Article 6 Foreign investors shall meet the following conditions:
(i) Foreign enterprises or other organizations established and operated in accordance with the law, with sound financial conditions, good credit, mature management experience, sound governance structure and good internal control system, and standardized business behavior; foreign natural persons have the corresponding risk identification and risk bearing capabilities;
(ii) The total actual assets are not less than US$50 million or the total actual assets under management are not less than US$300 million; if foreign investors become controlling shareholders of listed companies, the total actual assets are not less than US$100 million or the total actual assets under management are not less than US$500 million;
(iii) They have not been subject to criminal penalties or major penalties from regulatory agencies at home or abroad in the past three years; if the enterprise or other organization has been established for less than three years, the period shall be counted from the date of establishment.
If the total amount of actual assets or the total amount of actual assets managed by a foreign enterprise or other organization does not meet the conditions specified in item (2) of the preceding paragraph, but its wholly-owned investor (referring to a foreign natural person, enterprise or other organization that wholly owns the aforementioned entity) meets the conditions specified in the preceding paragraph, it may make a strategic investment in accordance with these Measures; at this time, the wholly-owned investor shall make a commitment or agree with the foreign enterprise or other organization to jointly bear responsibility for the relevant investment behavior. Article 7 Where a foreign investor uses its equity in an overseas company or its newly issued shares as a means of payment to make a strategic investment in a listed company, the following conditions shall also be met:
(i) The overseas company is established in accordance with the law, the place of registration has a sound corporate legal system, and the overseas company and its management have not been subject to major penalties by domestic and foreign regulatory authorities in the past three years; where the strategic investment is implemented through an agreement transfer, the overseas company shall be a listed company;
(ii) The foreign investor legally holds the equity of the overseas company and can transfer it according to law, or the foreign investor legally issues additional shares;
(iii) It complies with the relevant provisions of the Securities Law of the People's Republic of China, the Company Law of the People's Republic of China and the State Council, the Securities Regulatory Commission of the State Council, the stock exchange, and the securities registration and settlement agency;
(iv) It complies with the relevant provisions of the State on overseas investment management and completes the relevant procedures.
Article 8 Where a foreign investor makes a strategic investment, the foreign investor and the listed company shall employ a financial advisory institution, a sponsor institution or a law firm (hereinafter collectively referred to as an intermediary institution) registered in China and in accordance with the provisions of the Securities Law of the People's Republic of China as a consultant.
Where strategic investment is implemented through the private placement of new shares by a listed company, the foreign investor shall employ an intermediary institution to conduct due diligence on whether the strategic investment complies with the provisions of Article 6, Article 7 and the second paragraph of Article 10 of these Measures; the listed company shall employ an intermediary institution to conduct due diligence on whether the strategic investment affects or may affect national security, whether it involves the negative list of foreign investment access, and whether it complies with Article 5 of these Measures.
Where strategic investment is implemented through transfer by agreement or tender offer, the foreign investor shall employ an intermediary institution to conduct due diligence on whether the strategic investment affects or may affect national security, whether it involves the negative list of foreign investment access, and whether it complies with the provisions of Article 5, Article 6, Article 7 and the second paragraph of Article 10 of these Measures.
Article 9 Intermediary institutions shall issue a report, express clear professional opinions on each of the above contents, and disclose them.
Intermediary institutions shall separately explain in their professional opinions the number of shares and shareholding ratios of listed companies acquired and held by foreign investors and their persons acting in concert, including but not limited to the methods involved in Article 2 and Article 33 of these Measures.
Article 10 A shares of listed companies acquired by foreign investors through strategic investment shall not be transferred within 12 months. If a foreign investor who does not comply with the provisions of Article 6 or Article 7 of these Measures implements a strategic investment in violation of regulations by means of false statements, etc., the shares involved shall not be transferred before the foreign investor takes measures to meet the corresponding conditions and within 12 months after the foreign investor meets the corresponding conditions.
Foreign investors may make an irrevocable or revocable public commitment at the request of an intermediary institution, a listed company or a relevant party: if a strategic investment does not comply with the conditions specified in Article 4, Article 5, Article 6 or Article 7 of these Measures and implements a strategic investment in violation of regulations by means of false statements, etc., before the foreign investor meets the corresponding conditions and within 12 months after the foreign investor meets the corresponding conditions, the foreign investor shall not transfer, donate or pledge the shares of the listed company involved, participate in dividends, exercise voting rights on the shares of the listed company involved or exert influence on the voting.
If the Securities Law of the People's Republic of China, the regulations of the securities regulatory authority of the State Council, and the rules of the stock exchange have longer requirements for the restricted period of shares, such provisions shall prevail.
Article 11 If a strategic investment is implemented through the private placement of new shares by a listed company, a foreign investor may subscribe for new shares as the issuing object determined in advance by the board of directors of the listed company, or as the issuing object determined by bidding.
Article 12 Where a foreign investor subscribes for new shares as the issuing target determined in advance by the board of directors of a listed company, the strategic investment shall be handled in accordance with the following procedures:
(i) The listed company and the foreign investor sign a contract for the private placement;
(ii) The board of directors of the listed company adopts the relevant resolution on the private placement of new shares to foreign investors and discloses whether the strategic investment meets the conditions stipulated in these Measures;
(iii) The shareholders' meeting of the listed company adopts the relevant resolution on the private placement of new shares to foreign investors;
(iv) The listed company performs the registration procedures in accordance with the regulations of the securities regulatory authority of the State Council and the stock exchange and obtains the registration decision;
(v) ​​The listed company applies to the securities registration and settlement institution for the share registration procedures;
(vi) After the listed company completes the private placement, the foreign investor or the listed company submits the investment information to the competent commerce department.
Article 13 Where a foreign investor subscribes for new shares as an issuer determined through bidding, the strategic investment shall be handled in accordance with the following procedures:
(i) The board of directors and shareholders' meeting of the listed company pass the relevant resolution on the private placement of new shares;
(ii) The listed company performs the registration procedures for stock issuance in accordance with the regulations of the securities regulatory authority of the State Council and the stock exchange and obtains the registration decision;
(iii) After the foreign investor is determined as the issuer through bidding, the listed company and the foreign investor sign a private placement contract;
(iv) The listed company applies to the securities registration and settlement institution for share registration procedures;
(v) ​​After the listed company completes the private placement, the foreign investor or the listed company submits investment information to the competent commerce department.
Article 14 Where strategic investment is implemented through transfer by agreement, the proportion of shares acquired by foreign investors shall not be less than 5% of the shares issued by the listed company, and shall be handled in accordance with the following procedures:
(i) The listed company shall perform relevant internal procedures in accordance with laws, regulations and the company's articles of association;
(ii) The transferor and the foreign investor shall sign a share transfer agreement;
(iii) The transferor and the foreign investor shall go through the share transfer confirmation procedures with the stock exchange and apply to the securities registration and settlement institution for registration and transfer procedures;
(iv) After the foreign investor and the listed company complete the transfer by agreement in accordance with relevant regulations, the foreign investor or the listed company shall submit investment information to the competent commercial department.
Article 15 Where strategic investment is implemented through tender offer, the proportion of shares of listed companies that foreign investors intend to acquire shall not be less than 5% of the shares issued by the listed company, and shall be handled in accordance with the following procedures:
(i) Foreign investors shall prepare a summary of the tender offer report in accordance with the law;
(ii) Foreign investors, listed companies and related parties shall perform reporting, announcement and other procedures in accordance with laws and regulations and the relevant provisions of the State Council Securities Regulatory Commission and the stock exchange;
(iii) Foreign investors shall go through the share transfer confirmation procedures with the stock exchange and apply to the securities registration and settlement institution for temporary custody, share transfer settlement and transfer registration procedures for the pre-tendered shares;
(iv) After the foreign investor completes the tender offer in accordance with the relevant regulations, the foreign investor or the listed company shall submit investment information to the competent commercial department.
Article 16 Foreign investors shall perform information disclosure and other legal obligations in accordance with the Securities Law of the People's Republic of China and the relevant provisions of the State Council Securities Regulatory Commission and the stock exchange when implementing strategic investment in listed companies.
If a foreign investor makes a strategic investment that constitutes a listed company acquisition and related equity changes, the prepared equity change report, tender offer report and its summary, and listed company acquisition report and its summary shall disclose whether the strategic investment involves the negative list of foreign investment access and whether it meets the conditions stipulated in Articles 5, 6 and 7 of these Measures.
Article 17 Foreign investors shall go through relevant procedures in accordance with relevant provisions of securities registration and settlement when implementing strategic investments involving securities registration and settlement. When foreign investors go through relevant procedures with securities registration and settlement institutions, they shall submit materials such as identity certificates, intermediary agency reports, stock issuance registration documents or share transfer confirmation documents; if they fall under the circumstances stipulated in Article 7 of these Measures, they shall also submit materials proving that relevant procedures for foreign investment have been completed.
If the materials stipulated in the preceding paragraph are not submitted or the submitted intermediary agency report believes that the strategic investment does not comply with the relevant provisions of these Measures, the securities registration and settlement institution shall not handle the relevant procedures.
For non-circulating shares held by foreign investors before the equity split reform of listed companies or shares held before the listing of A shares of listed companies, securities registration and settlement institutions may open securities accounts for them based on the application of foreign investors.
Article 18 Foreign investors may transfer A-shares acquired through strategic investment in the following circumstances:
(i) After the expiration of the restricted sale period, transfer in accordance with relevant national regulations;
(ii) Before the expiration of the restricted sale period, if the above-mentioned shares need to be transferred due to the death of the foreign investor or the termination of the legal person, judicial deduction, etc., the relevant national regulations shall be followed, subject to the compliance with the Securities Law of the People's Republic of China and the relevant regulations of the securities regulatory authority of the State Council, the stock exchange, and the securities registration and settlement institution.
Except for continuing to make strategic investments in the invested listed companies and the circumstances described in the preceding paragraph, foreign investors shall not trade securities with their securities accounts opened for strategic investments.
Article 19 After a foreign investor completes a strategic investment in a listed company, if the cumulative change in the foreign investor's shareholding ratio exceeds 5% or the foreign party's controlling or relative controlling position changes, the foreign investor or the listed company shall submit investment information to the competent commerce department.
Article 20 Where a strategic investment involves the circumstances specified in the second paragraph of Article 6 of these Measures and has been completed on schedule, the wholly-owned investor's transfer of the foreign investor shall comply with the provisions of Article 10 of these Measures on the restricted sale period, and the new transferee shall still meet the conditions specified in these Measures, assume the rights and obligations of the wholly-owned investor and the foreign investor in the listed company, and perform obligations such as information disclosure in accordance with the law.
Article 21 Where a strategic investment by a foreign investor involves overseas investment by a state-owned enterprise or a state-controlled listed company or a change in the state-owned equity of a listed company, the relevant provisions on state-owned asset management shall be observed.
Article 22 Where a strategic investment by a foreign investor constitutes a concentration of operators and meets the reporting standards specified by the State Council, the operator shall report to the anti-monopoly law enforcement agency of the State Council in advance, and the concentration shall not be implemented without reporting.
Article 23 Where a foreign investor implements a strategic investment involving matters related to foreign exchange management, it shall handle relevant foreign exchange registration and cancellation, account opening and cancellation, foreign exchange settlement and sales, and cross-border receipts and payments in accordance with relevant foreign exchange management regulations.
Article 24 Where a strategic investment involves a change in the registration matters of a listed company, the listed company shall apply to the market supervision and administration department for registration procedures in accordance with the law.
Article 25 Where strategic investment involves taxation, it shall be handled in accordance with laws, administrative regulations and relevant national regulations, and shall be subject to supervision and inspection by the tax authorities in accordance with the law.
Article 26 Where a foreign investor makes a strategic investment in a listed company and it affects or may affect national security, it shall be subject to security review in accordance with the Measures for the Security Review of Foreign Investment and other relevant regulations.
Article 27 Where a foreign investor makes a strategic investment in a listed financial institution, it shall also comply with the relevant national regulations on foreign investment in financial institutions.
Article 28 Administrative organs and their staff must be loyal to their duties and perform their duties in accordance with the law. They shall not use their position to seek improper benefits. They shall keep confidential the commercial secrets learned in the course of performing their duties in accordance with the law and shall not disclose or illegally provide them to others.
Article 29 Where a foreign investor who does not comply with the provisions of Articles 4, 5, 6 and 7 of these Measures implements strategic investment in violation of regulations by means of false statements, the competent commerce department may give a warning or issue a notice of criticism in accordance with the law; if the circumstances are serious, a fine of up to RMB 100,000 shall be imposed.
Article 30 The competent commerce department shall supervise and inspect the performance of the foreign investment information reporting obligations of foreign investors and listed companies in accordance with the relevant provisions of the Foreign Investment Law of the People's Republic of China and the Measures for the Reporting of Foreign Investment Information. Those who fail to submit investment information in accordance with the regulations shall be dealt with in accordance with the law.
Article 31 If the investment activities of foreign investors violate the negative list of foreign investment access, the relevant departments shall deal with it in accordance with the "Foreign Investment Law of the People's Republic of China" and relevant regulations.
Article 32 If the intermediary institution fails to perform its duties diligently and the documents it produces and issues contain false records, misleading statements or major omissions, the securities regulatory authority of the State Council shall deal with it in accordance with the "Securities Law of the People's Republic of China" and relevant regulations.
Article 33 The following circumstances are not subject to this Measures, but they shall comply with relevant national regulations:
(i) Qualified foreign institutional investors and RMB qualified foreign institutional investors invest in listed companies;
(ii) Foreign investors invest in listed companies through the domestic and foreign stock market interconnection mechanism;
(iii) Foreign investors invest in foreign-invested shares due to their investment

(iv) Foreign natural persons who buy and sell listed company shares in the secondary market or acquire listed company shares through equity incentives in accordance with the relevant provisions of the securities regulatory authority of the State Council.
Article 34 Foreign investors who make strategic investments in companies listed on the National Equities Exchange and Quotations shall refer to these Measures.
Article 35 Investors from the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan, as well as Chinese citizens residing abroad, who make strategic investments in listed companies, shall refer to these Measures.
Article 36 These Measures shall come into force on December 2, 2024. Order No. 28 of 2005 of the Ministry of Commerce, the China Securities Regulatory Commission, the State Administration of Taxation, the former State Administration for Industry and Commerce, and the State Administration of Foreign Exchange (the "Measures for the Administration of Strategic Investments of Foreign Investors in Listed Companies") shall be repealed at the same time.