China Releases New ODI Rules
On 22 October 2026, the National Development and Reform Commission of the PRC released the Measures for the Administration of Outbound Investment (NDRC Order No. 49 of 2026) on its official website, which will come into effect on 1 December 2026. The previous Measures for the Administration of Outbound Investment of Enterprises ((NDRC Order No. 11 of 2017) will be abolished simultaneously.
The key changes of the newly released Measures include:
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The outbound investment of individual Chinese residents is included in the supervision scope. Non-sensitive outbound investment conducted by an individual resident shall be submitted to the provincial development and reform authority of the investor's place of registered permanent residence or habitual residence to complete ODI filing. While sensitive outbound investment conducted by an individual resident shall be submitted to the National Development and Reform Commission for approval.
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The threshold of USD300 million for overseas reinvestment reports has been removed. All non-sensitive outbound investments (including round-trip investments to China) conducted by overseas enterprises and other organizations must submit an overseas reinvestment report to the development and reform authority 10 working days before the implementation of the investment.
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It is stipulated that security review is required for foreign investments, transfer and disposal of related assets and rights that may affect or potentially affect national security.
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Preliminary work report requirement has been added. It is stipulated that if the Chinese investment is USD100 million or more, or relates to China's diplomatic relations with relevant countries, it must submit a preliminary work report to the development and reform authority at least 10 working days before carrying out important preliminary work, such as making investment commitments to foreign governments, signing investment agreements, etc.
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In the event of significant adverse circumstances, such as foreign countries or regions demand Chinese entity to provide technology, data, or transfer and disposal of assets and interests, that threaten national security, investors must immediately submit a report of significant adverse circumstances to the development and reform authority.
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Annual report requirement has been added. It is stipulated that investors must submit an annual report on outbound investment to the development and reform authority before June 30 each year.
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Strengthen the penalties and implemented the penalty measures for violations as stipulated in Article 27 of the State Council's Regulations on Outbound Investment (State Council Decree No. 837).
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It has been clarified that investors who invest in overseas financial markets through qualified domestic institutional investors, Hong Kong Stock Connect, Cross border Wealth Management Connect, etc. are not applicable for ODI approval and filing. The exceptions are stipulated at the same time, for example, the investor obtains control of the invested enterprise or the proportion of its equity or voting rights reaches an integer multiple of 10% as a result.
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