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Q&A Regarding State Administration of Foreign Exchange Document No. 37 (3)

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Q: What needs to be done if there is a change in the basic information of overseas special purpose companies?
A: After the registered overseas special purpose company changes the basic information of domestic resident individual shareholders, name, operating term, or changes in important matters such as capital increase, capital reduction, equity transfer or replacement, merger or division of domestic resident individual, it shall promptly go through the registration formalities of foreign exchange change in overseas investment to the relevant departments.

Q: Can overseas special purpose companies repatriate profits if they fail to complete the required change registration?
A: Domestic residents can only handle subsequent business (including profit and dividend repatriation) after completing the registration of foreign exchange changes for overseas investments.

Q: Do domestic residents need to register foreign exchange for overseas investment if they participate in the equity incentive plan of an unlisted special purpose company?
A: Where an unlisted special purpose company uses its own equity or options as the subject matter to provide equity incentives to directors, supervisors, senior management personnel, and other employees who have employment or labor relationships with the company and are directly or indirectly controlled by the company, relevant domestic residents should apply for foreign exchange registration procedures with the relevant departments before exercising their rights.

Q: What materials are required for foreign exchange registration of individual domestic residents participating in equity incentive plans of an unlisted special purpose company?
A:
  1. Written application and Registration Form for Overseas Investment in Foreign Exchange by Domestic Resident Individuals.
  2. Registration certificate of overseas investment foreign exchange business of a registered special purpose company.
  3. Proof of employment or labor relationship between individuals and relevant domestic enterprises.
  4. Proof materials issued by the special purpose company or its actual controller that can prove the authenticity of the equity incentives involved.
  5. Supplementary materials required when the aforementioned materials do not adequately explain the authenticity of the transaction or the consistency between the application materials.

Q: What do domestic residents need to do to participate in the equity incentive plan of overseas listed companies?
A: Participation of individual domestic residents in equity incentive plans of overseas listed companies shall be handled in accordance with relevant foreign exchange regulations.

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