Regulations for the Implementation of the Foreign Investment
Chapter I General Principles
Article 1 These regulations are formulated in accordance with the Foreign Investment Law of the People's Republic of China (hereinafter referred to as the Foreign Investment Law).
Article 2 The state encourages and promotes foreign investment, protects the legitimate rights and interests of foreign investment, regulates foreign investment management, continuously optimizes the foreign investment environment, and promotes higher levels of opening up.
Article 3 Other investors referred to in (1) and (3) of paragraph 2 of Article 2 of the Foreign Investment Law include natural persons in China.
Article 4 The negative list of foreign investment access (hereinafter referred to as the negative list) shall be proposed by the investment authority of the State Council in conjunction with the competent department of commerce of the State Council and other relevant departments. It shall be published by the State Council or by the State Council ’s investment authority and commerce department after approval.
In accordance with the needs of further opening up and economic and social development, the state will adjust the negative list in a timely manner. The procedures for adjusting the negative list shall apply the provisions of the preceding paragraph.
Article 5 The competent commerce department, investment authority and other relevant departments of the State Council shall, in accordance with the division of responsibilities, cooperate closely and cooperate with each other to jointly improve foreign investment promotion, protection and management.
Local people's governments at or above the county level shall strengthen the organizational leadership of foreign investment promotion, protection and management, support and urge relevant departments to carry out foreign investment promotion, protection and management in accordance with laws, regulations and responsibilities, and coordinate and resolve major issues in foreign investment’s promotion, protection and management.
Chapter II Investment Promotion
Article 6 The government and its related departments shall treat foreign-invested enterprises and domestic-funded enterprises equally in accordance with the law in terms of government funding arrangements, land supply, tax and fee reductions, qualification permits, standard formulation, project declaration, and human resources policies.
The policies formulated by the government and relevant departments to support the development of enterprises should be made public according to law; For matters that need to be applied by the enterprise during the implementation of the policy, the government and its related departments should make public the requirements, procedures, deadline etc. of the application, and shall treat foreign-invested enterprises and domestic-invested enterprises equally during the review in accordance with the law.
Article 7 The formulation of administrative regulations, rules, and regulatory documents related to foreign investment, or draft laws and local regulations related to foreign investment by the government and its relevant departments, in accordance with the actual situation, it shall take various forms such as soliciting written opinions, holding seminars, demonstrative meetings, and hearings, and soliciting opinions and suggestions from foreign-invested enterprises and related chambers of commerce and associations. Opinions and suggestions on issues that widely reflected or involve significant rights and obligations of foreign-invested enterprises, shall feed back the adoption of the opinions through appropriate manners.
Article 8 The people's governments at all levels shall establish and improve a foreign investment service system and continuously improve the level of foreign investment service in accordance with the principle of government-led and multi-party participation.
Article 9 The government and its relevant departments shall collectively list the laws, regulations, rules, regulatory documents, policy measures and information on investment projects through the government website and the national integrated online government service platform, and through a variety of channels and methods to strengthen publicity and interpretation, to provide foreign investors and foreign-invested enterprises with consulting, guidance and other services.
Article 10 The special economic areas referred to in Article 13 of the Foreign Investment Law refer to specific areas established with the approval of the state to implement more vigorous opening-up policies and measures.
Where the experimental foreign investment policies and measures implemented by the state in some regions have been proven to be feasible in practice, these policies and measures shall be promoted in other regions or nationwide according to actual conditions.
Article 11 The State shall, in accordance with the needs of national economic and social development, formulate a catalog of industries that encourage foreign investment, setting out specific industries, fields and regions that encourage and guide foreign investors to invest. The catalogue of encouraged industries for foreign investment shall be drawn up by the investment authority of the State Council in conjunction with commerce department of the State Council and other relevant departments, and it shall be published by the State Council ’s investment authority and the commerce department after approval by the State Council.
Article 12 Foreign investors and foreign-invested enterprises may enjoy preferential treatment in government-funded, taxation, finance, land use etc. in accordance with laws, administrative regulations or the provisions of the State Council.
Foreign investors who expand their investment in China with their investment income from China shall enjoy the corresponding preferential treatment in accordance with the law.
Article 13 Foreign-invested enterprises can participate in the formulation and revision of national standards, industry standards, local standards, and group standards on an equal basis with domestic-invested enterprises in accordance with laws. Foreign-invested enterprises may formulate enterprise standards on their own or jointly with other enterprises.
Foreign-invested enterprises may put forward proposals of establishment of standard to the standardization administrative department and relevant administrative departments, provide opinions and suggestions in the process of standard establishment, drafting, technical review, feedback and evaluation of standard implementation, and undertake the related works of standard drafting, technical reviews and foreign language translation in accordance with the regulations.
The standardization administrative department and relevant administrative departments shall establish and improve relevant working mechanisms, improve the transparency of standard formulation and revision, and promote the information disclosure of the entire process of standard formulation and revision.
Article 14 The compulsory standards formulated by the state shall be applied equally to foreign-invested enterprises and domestic-funded enterprises, and technical requirements higher than the mandatory standards shall not be specifically applied to foreign-invested enterprises.
Article 15 The government and its relevant departments shall not obstruct and restrict foreign-invested enterprises from freely entering the government procurement market in their region and industry.
The purchasers and procurement agencies of government procurement shall not apply differential or discriminatory treatment to foreign-invested enterprises in the areas of the publication of government procurement information, supplier condition determination and qualification review, and bid evaluation standards, the supplier shall not be restricted by ownership, organization, ownership structure, investor’s country, products or service brand and other unreasonable conditions, products and services produced or provided by foreign-invested enterprises within China shall not be treated differently with the domestic-funded enterprises.
Article 16 Foreign-invested enterprises may, in accordance with the provisions of the Government Procurement Law of the People's Republic of China (hereinafter referred to as the Government Procurement Law) and its implementing regulations, make inquiries and questions about government procurement activities to purchasers and procurement agencies, and lodge complaints to government procurement supervision and administration departments. The purchaser, purchasing agency and government procurement supervision and administration department shall make a reply or decision within the prescribed time limit.
Article 17 The government procurement supervision and administration department and other relevant departments shall strengthen supervision and inspection of government procurement activities, correct and investigate and punish violations of laws and regulations such as differential or discriminatory treatment to foreign-invested enterprises in accordance with the law.
Article 18 Foreign-invested enterprises may, in accordance with the law, raise funds through public issuance of securities such as stocks and corporate bonds, as well as public or non-public issuance of other financing instruments and borrowing of foreign debt.
Article 19 Local people's governments at or above the county level may, in accordance with the provisions of laws, administrative regulations, and local regulations, formulate foreign investment promotion and facilitation policies and measures in areas such as fee reductions, land use guarantees, and public service provision.
The formulation of policies and measures by local people's governments at or above the county level for the promotion and facilitation of foreign investment, which shall be oriented towards promoting high-quality development, which is conducive to improving economic, social and ecological benefits and continuously optimizing the environment for foreign investment.
Article 20 The relevant competent departments shall prepare and publish guidelines for foreign investment, providing services and facilities for foreign investors and foreign-invested enterprises. The guidelines for foreign investment shall include the introduction to the investment environment, guidelines for foreign investment affairs, information on investment projects, and relevant data and information, and shall be updated in a timely manner.
Article 21:The competent departments for commerce and investment under the State Council, together with other relevant departments of the state council, are to compile comprehensive foreign investment guidelines.The competent departments under the state council related to industries, may compile foreign investment guidelines for that industry or field as necessary.The relevant departments of local people's governments at the county level or above are to compile foreign investment guidelines based on actual needs and the duties and division of labor determined by that level of government.
Foreign investment guidelines shall include content related to foreign investment such as laws and regulations, policy measures, data, handbooks for handling matters, and analysis of the investment atmosphere.
Foreign investment guidelines shall be published on government websites, and promptly updated.
Chapter III: Investment Protection
Article 22:The State will not expropriate the investment of foreign investors. That special circumstances were it is necessary for the public interest to expropriate or requisition foreign investors' investments shall be clear provided for in law, and foreign investors' investments must not be expropriated or requisitioned based> Where the State may expropriates or requisitions the investment of foreign investors in accordance with the provisions of law, fair and reasonable compensation shall be promptly given.
Article 23:Foreign investors' capital contributions, profits, capital gains, income from asset disposal, intellectual property right royalties, compensation or indemnification obtained in accordance with law, liquidation income, and so forth, that are made or obtained in mainland China, may be freely transferred into or out of mainland China in RMB or foreign exchange in accordance with law; and the currency, amounts, and frequency of import or export, must not be restricted by any unit or individual.
The salary and other lawful income of foreign national staff of foreign-invested enterprises may be freely remitted after taxes are paid in accordance with Chinese tax law and administrative regulations.
Article 24:The state is to establish a punitive compensation system for violations of intellectual property rights, promote the establishment of rapid collaborative protection mechanisms for intellectual property rights, complete diversified dispute resolution mechanisms for intellectual property rights disputes and mechanisms for assistance in protecting intellectual property rights, to increase the force of protections for foreign investors' and foreign-invested enterprises' intellectual property rights.
The intellectual property rights of foreign investors and foreign-invested enterprises shall be equally protected in the drafting of standards in accordance with law, and where foreign investors' or foreign-invested enterprises' patents are involved, it shall be handled in accordance with the relevant management provisions of state standards involving patents.
Article 25:Administrative organs and their staffs must not use the performance of administrative management duties such as handling registration, approvals or filings for investment projects, and administrative permits, as well as implementing oversight inspections, administrative punishments, or administrative compulsion, to compel or covertly compel foreign investors or foreign-invested enterprises to transfer technology.
Article 26:Where administrative organs lawfully performing their duties truly need foreign investors or foreign-invested enterprises to provide materials or information related to their commercial secrets, it shall be restricted to the scope required for performance of the duties, and the scope fo those informed is to be strictly controlled such that staff which is unrelated to performance of the duties must not have contact with the materials or information.
Administrative organs shall establish and complete internal management systems, employing effective measures to protect the commercial secrets of foreign investors and foreign-invested enterprises that are learned of during the lawful performance of duties; where the law requires disclosure of information from performance of duties, it must not contain commercial secrets; and where it is necessary to share information with other administrative organs, information relating to commercial secrets shall be processed to prevent leaks, except where laws or administrative regulations provide otherwise.
Article 27:All levels of people's government and their relevant departments drafting normative documents involving foreign investment shall conduct legality reviews and fair competition inspections in accordance with State Council provisions.
Foreign investors and foreign-invested enterprises that feel that a normative document drafted by a state council department, local people's government, or its departments, and upon which an administrative act was based, is unlawful, hey may request a review of the normative document when they raise a lawsuit over the administrative act.
Article 28:"Policy commitments" as used in article 25 of the Foreign Investment Law refers to promises by all levels of local people's governments regarding the benefits, facilitation conditions, and so forth that foreign investors or foreign-invested enterprises may enjoy in those regions.
Local people's governments of any level and their relevant departments must not exceed their legally-prescribed scope of authority to make policy commitments to foreign investors or foreign-invested enterprises.Policy commitments shall be made in writing, and the content shall comply with laws and regulations and relevant state policies.
Article 29:Local people's governments at all levels and their relevant departments shall perform on policy commitments lawfully made to foreign investors and foreign-invested enterprises as well as on all kind of lawfully concluded contracts; policy commitments and contract agreements must not be modified, for reasons other than for the national interest or societal public interest, and agreements must not be breached or renounced for reasons such as adjustment of administrative regions, government transitions, adjustments to organizations, functions, or personnel responsibilities.
Article 30:The competent departments for commerce under the State Council, together with relevant State Council departments, are to establish mechanisms for work on complaints from foreign-invested enterprises (hereinafter simple 'complaint work mechanisms), promptly addressing issues with a major impact in the nation as well as other major and complicated issues on which feedback is given by foreign-invested enterprises or their investors, coordinate improvements of policy measures related to foreign investment, and conduct oversight of the entire nation's efforts on complaints form foreign-invested enterprises.
As needed based on actual conditions, local people's governments at the county level or above are to organize relevant departments to establish complaint work mechanisms, promptly addressing issues on which feedback is given by foreign-invested enterprises or their investors in that region, and coordinating improvement of policy measures on foreign investment drafted by that region. Local people's governments at the county level or above shall designate the department or body that is to take the lead in complaint work mechanisms.
The departments taking the lead in complain work mechanisms, which are designated by the competent departments for commerce under the State Council and local people's governments, are to undertake routine work of compaints work mechanisms.
Article 31:Complaint work mechanisms shall follow the principles of high efficiency, convenience, and ease, improving work rules and complaint channels, and drafting guides for complaints. The component and leading units for complaint work mechanisms, their primary duties, work rules, channels for complaints, and complaint guides shall be made public.
Where the complaint work mechanisms coordinate resolution of foreign-invested enterprises or their investors' reports of violations of their lawful rights and interests by the administrative actions of administrative organs or their staffs, they may learn about the situation from the administrative organs or their staffs and the relevant administrative organs and their staffs shall cooperate.
Where foreign-invested enterprises or their investors report or relevant issues through the complaint work mechanisms or apply for coordination of a resolution, they must not be suppressed or retaliated against by any unit or individual.
Article 32:The complaint work mechanisms shall analyze and summarize issues reported by foreign-invested enterprises or their investors which are typical or common, and promptly submit suggestions to the local people's government at that level on strengthening protections for foreign investments and improving the atmosphere for foreign investment.
Article 33:Except as otherwise provided by laws or regulations, foreign-invested enterprises have the right to make their own decisions on participating in or leaving chambers of commerce, associations, and other social organizations, and there must be no interference by any units or individuals.
In accordance with laws, regulations, and their charters, chambers of commerce and associations are to strengthen industry self-discipline, promptly giving feedback on industry demands, and providing members with information services, publicity and training, market expansion, exchanges on economics and trade, rights protection, dispute resolution, and other services.
The state is to safeguard chambers of commerce and associations' carrying out of relevant activities in accordance with the provisions of laws, regulations, and charters.
Chapter IV: Investment Management
Article 34: For fields in which the negative list for foreign investment provides that investment is restricted, foreign investors making investments shall meet the restrictive requirements, such as for shareholder ratios and senior managers, that are provided for in the negative list.
Where the foreign investment negative list makes restrictive provisions on stock ownership by foreign investors in field, and the foreign investors make investments in that field by establishing a partnership, the ration of foreign investors' voting rights in the partnership agreement should comply with the restrictive provisions of the negative list on the ration of shareholders.
Article 35: Where wholly owned enterprises established outside of mainland China by Chinese natural persons, legal persons, or other organizations make investments inside mainland China, upon review by the competent departments under the State Council and approval by the State Council, they may be excused from the restrictions of the special management measures of the foreign investment negative list.
"Legal persons or other organizations" as used in the preceding paragraph, does not include foreign-invested enterprises.
Article 36: Where the approval or recording of investment projects need to be processed for foreign investment, it is to be implemented in accordance with the relevant provisions of the State Council and the departments in charge of investment under the State Council.
Article 37: Where foreign investors invest in industries or fields that require permits in accordance with law, except where laws or administrative regulations otherwise provide, the regulatory departments responsible for carrying out permitting shall review foreign investors' applications for permits according to the same requirements and procedures as for domestic capital, must not add permit conditions or apply stricter permit requirements for foreign investors, and must not add additional steps in review, materials for review, or require other extra requirements.
Relevant regulatory departments shall use diverse methods to optimize approval services and increase the efficiency of approvals. Permit matters that meet all conditions and requirements may be handled through means such as information pledges in accordance with relevant provisions.
Article 38:When departments for market oversight and management handle registration of foreign-invested enterprises in accordance with law, they are to review whether they comply with the foreign investment negative list's restrictive requirements for stock ratios, senior management and so forth; but where other relevant regulatory departments have already reviewed them while handling relevant formalities, the market oversight and management departments do are not to repeat review.
Article 39: Foreign investors or foreign-invested enterprises shall submit investment information to the competent departments for commerce through the enterprise registration system and the enterprise credit information disclosure system.
The State Council departments for commerce and market oversight and management are to complete connections and work linkages between related business systems, clarifying the specific processes for reporting foreign investment information, and strengthening guidance on the sending of foreign investment information.
Article 40: The content, scope and frequency of foreign investment information reports, is to be determined by the State Council departments of commerce together with the State Council departments for market oversight and management, and other relevant departments, in accordance with actual needs and the principle of reducing the burden on foreign investors and foreign-invested enterprises as much as possible. In determining the content, scope and frequency of foreign investment information reports, the opinions of foreign investors, foreign-invested enterprises, and other relevant parties shall be fully heard.
Except as otherwise provided by laws or administrative regulations, foreign investment information obtained by the relevant departments in the course of performing their duties shall be promptly shared with the departments for commerce.
Article 41:Investment information sent by foreign investors and foreign-invested enterprises shall be truthful, accurate, and complete.
The departments in charge of commerce shall establish and complete systems for the retention and management of foreign investment information.
Chapter V: Supplemental Provisions
Article 42:For foreign-invested enterprises that were established in accordance with the "P.R.C. Chinese-Foreign Equity Joint Ventures Law," the "P.R.C. Wholly Foreign-Owned Enterprises Law," or the "P.R.C. Chinese-Foreign Contractual Joint Ventures Law" before Foreign Investment Law took effect (hereinafter simply 'pre-existing foreign-invested enterprises"), where their organization form or structure is inconsistent with those required in the "PR.C. Company Law" and the "P.R.C. Partnership Enterprise Law" the state encourages them to lawfully modify their organizational forms within five years following the implementation of the Foreign Investment Law.
Where pre-existing foreign-invested enterprises as provided for in the preceding paragraph, have not lawfully handled modification procedures within 5 years of the Foreign Investment Law being implemented, they shall handle modification formalities within 6 months of January 1, 2025; and where modification formalities are not completed within this time, the organs for enterprise registration are not to handle other registration matters for that enterprise and may announce the relevant circumstance on the enterprise information announcement system.
Specific measures for pre-existing foreign-invested enterprises handling formalities for modification of organizational form and organizational bodies are to be drafted by the State Council departments for market oversight and management together with relevant State Council departments.The State Council department for market oversight and management shall compile and publish guidebooks for handling matters, clarifying the specific process for handling modification procedures and so forth.
Article 43:After the Foreign Investment Law takes effect, the joint operators and cooperators in pre-existing foreign-invested enterprises may continue to follow the agreed upon terms in their contract on methods for profit allocation, distribution of surplus property, etc., during the period of cooperation.
Article 44:For investors from the Hong Kong and Macao Special Autonomous Region investing in the mainland, refer to the Foreign Investment Law and these Regulations, except where laws, administrative regulations, or the State Council provide otherwise.
For investors from the Taiwan region making investments in the mainland, apply the provisions of the "P.R.C. Law on the Protection of Investments by Taiwan Compatriots" and the "Implementation Regulations for the P.R.C. Law on the Protection of Investments by Taiwan Compatriots" (Hereinafter "P.R.C. Law on the Protection of Investments by Taiwan Compatriots and its implementation regulations"); and where the P.R.C. Law on the Protection of Investments by Taiwan Compatriots and its implementation regulations do not have provisions, implementation is to be with reference to the Foreign Investment Law and these Regulations.
Investment by overseas Chinese in mainland China is implemented with reference to the Foreign Investment Law and these Regulations.
Article 45:These Regulations are to take effect on January 1, 2020.The "Implementation Regulations for the P.R.C. Chinese-Foreign Equity Joint Ventures Law," the "Temporary Provisions Periods for Wholly Foreign-Owned Enterprises", the "Implementation Regulations for the P.R.C. Chinese-Foreign Contractual Joint Ventures Law" are revoked at the same time.
（All information published in this website is authentic in Chinese. English is provided for reference only. )
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Article 1 These regulations are formulated in accordance with the Foreign Investment Law of the People's Republic of China (hereinafter referred to as the Foreign Investment Law).
Article 2 The state encourages and promotes foreign investment, protects the legitimate rights and interests of foreign investment, regulates foreign investment management, continuously optimizes the foreign investment environment, and promotes higher levels of opening up.
Article 3 Other investors referred to in (1) and (3) of paragraph 2 of Article 2 of the Foreign Investment Law include natural persons in China.
Article 4 The negative list of foreign investment access (hereinafter referred to as the negative list) shall be proposed by the investment authority of the State Council in conjunction with the competent department of commerce of the State Council and other relevant departments. It shall be published by the State Council or by the State Council ’s investment authority and commerce department after approval.
In accordance with the needs of further opening up and economic and social development, the state will adjust the negative list in a timely manner. The procedures for adjusting the negative list shall apply the provisions of the preceding paragraph.
Article 5 The competent commerce department, investment authority and other relevant departments of the State Council shall, in accordance with the division of responsibilities, cooperate closely and cooperate with each other to jointly improve foreign investment promotion, protection and management.
Local people's governments at or above the county level shall strengthen the organizational leadership of foreign investment promotion, protection and management, support and urge relevant departments to carry out foreign investment promotion, protection and management in accordance with laws, regulations and responsibilities, and coordinate and resolve major issues in foreign investment’s promotion, protection and management.
Chapter II Investment Promotion
Article 6 The government and its related departments shall treat foreign-invested enterprises and domestic-funded enterprises equally in accordance with the law in terms of government funding arrangements, land supply, tax and fee reductions, qualification permits, standard formulation, project declaration, and human resources policies.
The policies formulated by the government and relevant departments to support the development of enterprises should be made public according to law; For matters that need to be applied by the enterprise during the implementation of the policy, the government and its related departments should make public the requirements, procedures, deadline etc. of the application, and shall treat foreign-invested enterprises and domestic-invested enterprises equally during the review in accordance with the law.
Article 7 The formulation of administrative regulations, rules, and regulatory documents related to foreign investment, or draft laws and local regulations related to foreign investment by the government and its relevant departments, in accordance with the actual situation, it shall take various forms such as soliciting written opinions, holding seminars, demonstrative meetings, and hearings, and soliciting opinions and suggestions from foreign-invested enterprises and related chambers of commerce and associations. Opinions and suggestions on issues that widely reflected or involve significant rights and obligations of foreign-invested enterprises, shall feed back the adoption of the opinions through appropriate manners.
Article 8 The people's governments at all levels shall establish and improve a foreign investment service system and continuously improve the level of foreign investment service in accordance with the principle of government-led and multi-party participation.
Article 9 The government and its relevant departments shall collectively list the laws, regulations, rules, regulatory documents, policy measures and information on investment projects through the government website and the national integrated online government service platform, and through a variety of channels and methods to strengthen publicity and interpretation, to provide foreign investors and foreign-invested enterprises with consulting, guidance and other services.
Article 10 The special economic areas referred to in Article 13 of the Foreign Investment Law refer to specific areas established with the approval of the state to implement more vigorous opening-up policies and measures.
Where the experimental foreign investment policies and measures implemented by the state in some regions have been proven to be feasible in practice, these policies and measures shall be promoted in other regions or nationwide according to actual conditions.
Article 11 The State shall, in accordance with the needs of national economic and social development, formulate a catalog of industries that encourage foreign investment, setting out specific industries, fields and regions that encourage and guide foreign investors to invest. The catalogue of encouraged industries for foreign investment shall be drawn up by the investment authority of the State Council in conjunction with commerce department of the State Council and other relevant departments, and it shall be published by the State Council ’s investment authority and the commerce department after approval by the State Council.
Article 12 Foreign investors and foreign-invested enterprises may enjoy preferential treatment in government-funded, taxation, finance, land use etc. in accordance with laws, administrative regulations or the provisions of the State Council.
Foreign investors who expand their investment in China with their investment income from China shall enjoy the corresponding preferential treatment in accordance with the law.
Article 13 Foreign-invested enterprises can participate in the formulation and revision of national standards, industry standards, local standards, and group standards on an equal basis with domestic-invested enterprises in accordance with laws. Foreign-invested enterprises may formulate enterprise standards on their own or jointly with other enterprises.
Foreign-invested enterprises may put forward proposals of establishment of standard to the standardization administrative department and relevant administrative departments, provide opinions and suggestions in the process of standard establishment, drafting, technical review, feedback and evaluation of standard implementation, and undertake the related works of standard drafting, technical reviews and foreign language translation in accordance with the regulations.
The standardization administrative department and relevant administrative departments shall establish and improve relevant working mechanisms, improve the transparency of standard formulation and revision, and promote the information disclosure of the entire process of standard formulation and revision.
Article 14 The compulsory standards formulated by the state shall be applied equally to foreign-invested enterprises and domestic-funded enterprises, and technical requirements higher than the mandatory standards shall not be specifically applied to foreign-invested enterprises.
Article 15 The government and its relevant departments shall not obstruct and restrict foreign-invested enterprises from freely entering the government procurement market in their region and industry.
The purchasers and procurement agencies of government procurement shall not apply differential or discriminatory treatment to foreign-invested enterprises in the areas of the publication of government procurement information, supplier condition determination and qualification review, and bid evaluation standards, the supplier shall not be restricted by ownership, organization, ownership structure, investor’s country, products or service brand and other unreasonable conditions, products and services produced or provided by foreign-invested enterprises within China shall not be treated differently with the domestic-funded enterprises.
Article 16 Foreign-invested enterprises may, in accordance with the provisions of the Government Procurement Law of the People's Republic of China (hereinafter referred to as the Government Procurement Law) and its implementing regulations, make inquiries and questions about government procurement activities to purchasers and procurement agencies, and lodge complaints to government procurement supervision and administration departments. The purchaser, purchasing agency and government procurement supervision and administration department shall make a reply or decision within the prescribed time limit.
Article 17 The government procurement supervision and administration department and other relevant departments shall strengthen supervision and inspection of government procurement activities, correct and investigate and punish violations of laws and regulations such as differential or discriminatory treatment to foreign-invested enterprises in accordance with the law.
Article 18 Foreign-invested enterprises may, in accordance with the law, raise funds through public issuance of securities such as stocks and corporate bonds, as well as public or non-public issuance of other financing instruments and borrowing of foreign debt.
Article 19 Local people's governments at or above the county level may, in accordance with the provisions of laws, administrative regulations, and local regulations, formulate foreign investment promotion and facilitation policies and measures in areas such as fee reductions, land use guarantees, and public service provision.
The formulation of policies and measures by local people's governments at or above the county level for the promotion and facilitation of foreign investment, which shall be oriented towards promoting high-quality development, which is conducive to improving economic, social and ecological benefits and continuously optimizing the environment for foreign investment.
Article 20 The relevant competent departments shall prepare and publish guidelines for foreign investment, providing services and facilities for foreign investors and foreign-invested enterprises. The guidelines for foreign investment shall include the introduction to the investment environment, guidelines for foreign investment affairs, information on investment projects, and relevant data and information, and shall be updated in a timely manner.
Article 21:The competent departments for commerce and investment under the State Council, together with other relevant departments of the state council, are to compile comprehensive foreign investment guidelines.The competent departments under the state council related to industries, may compile foreign investment guidelines for that industry or field as necessary.The relevant departments of local people's governments at the county level or above are to compile foreign investment guidelines based on actual needs and the duties and division of labor determined by that level of government.
Foreign investment guidelines shall include content related to foreign investment such as laws and regulations, policy measures, data, handbooks for handling matters, and analysis of the investment atmosphere.
Foreign investment guidelines shall be published on government websites, and promptly updated.
Chapter III: Investment Protection
Article 22:The State will not expropriate the investment of foreign investors. That special circumstances were it is necessary for the public interest to expropriate or requisition foreign investors' investments shall be clear provided for in law, and foreign investors' investments must not be expropriated or requisitioned based> Where the State may expropriates or requisitions the investment of foreign investors in accordance with the provisions of law, fair and reasonable compensation shall be promptly given.
Article 23:Foreign investors' capital contributions, profits, capital gains, income from asset disposal, intellectual property right royalties, compensation or indemnification obtained in accordance with law, liquidation income, and so forth, that are made or obtained in mainland China, may be freely transferred into or out of mainland China in RMB or foreign exchange in accordance with law; and the currency, amounts, and frequency of import or export, must not be restricted by any unit or individual.
The salary and other lawful income of foreign national staff of foreign-invested enterprises may be freely remitted after taxes are paid in accordance with Chinese tax law and administrative regulations.
Article 24:The state is to establish a punitive compensation system for violations of intellectual property rights, promote the establishment of rapid collaborative protection mechanisms for intellectual property rights, complete diversified dispute resolution mechanisms for intellectual property rights disputes and mechanisms for assistance in protecting intellectual property rights, to increase the force of protections for foreign investors' and foreign-invested enterprises' intellectual property rights.
The intellectual property rights of foreign investors and foreign-invested enterprises shall be equally protected in the drafting of standards in accordance with law, and where foreign investors' or foreign-invested enterprises' patents are involved, it shall be handled in accordance with the relevant management provisions of state standards involving patents.
Article 25:Administrative organs and their staffs must not use the performance of administrative management duties such as handling registration, approvals or filings for investment projects, and administrative permits, as well as implementing oversight inspections, administrative punishments, or administrative compulsion, to compel or covertly compel foreign investors or foreign-invested enterprises to transfer technology.
Article 26:Where administrative organs lawfully performing their duties truly need foreign investors or foreign-invested enterprises to provide materials or information related to their commercial secrets, it shall be restricted to the scope required for performance of the duties, and the scope fo those informed is to be strictly controlled such that staff which is unrelated to performance of the duties must not have contact with the materials or information.
Administrative organs shall establish and complete internal management systems, employing effective measures to protect the commercial secrets of foreign investors and foreign-invested enterprises that are learned of during the lawful performance of duties; where the law requires disclosure of information from performance of duties, it must not contain commercial secrets; and where it is necessary to share information with other administrative organs, information relating to commercial secrets shall be processed to prevent leaks, except where laws or administrative regulations provide otherwise.
Article 27:All levels of people's government and their relevant departments drafting normative documents involving foreign investment shall conduct legality reviews and fair competition inspections in accordance with State Council provisions.
Foreign investors and foreign-invested enterprises that feel that a normative document drafted by a state council department, local people's government, or its departments, and upon which an administrative act was based, is unlawful, hey may request a review of the normative document when they raise a lawsuit over the administrative act.
Article 28:"Policy commitments" as used in article 25 of the Foreign Investment Law refers to promises by all levels of local people's governments regarding the benefits, facilitation conditions, and so forth that foreign investors or foreign-invested enterprises may enjoy in those regions.
Local people's governments of any level and their relevant departments must not exceed their legally-prescribed scope of authority to make policy commitments to foreign investors or foreign-invested enterprises.Policy commitments shall be made in writing, and the content shall comply with laws and regulations and relevant state policies.
Article 29:Local people's governments at all levels and their relevant departments shall perform on policy commitments lawfully made to foreign investors and foreign-invested enterprises as well as on all kind of lawfully concluded contracts; policy commitments and contract agreements must not be modified, for reasons other than for the national interest or societal public interest, and agreements must not be breached or renounced for reasons such as adjustment of administrative regions, government transitions, adjustments to organizations, functions, or personnel responsibilities.
Article 30:The competent departments for commerce under the State Council, together with relevant State Council departments, are to establish mechanisms for work on complaints from foreign-invested enterprises (hereinafter simple 'complaint work mechanisms), promptly addressing issues with a major impact in the nation as well as other major and complicated issues on which feedback is given by foreign-invested enterprises or their investors, coordinate improvements of policy measures related to foreign investment, and conduct oversight of the entire nation's efforts on complaints form foreign-invested enterprises.
As needed based on actual conditions, local people's governments at the county level or above are to organize relevant departments to establish complaint work mechanisms, promptly addressing issues on which feedback is given by foreign-invested enterprises or their investors in that region, and coordinating improvement of policy measures on foreign investment drafted by that region. Local people's governments at the county level or above shall designate the department or body that is to take the lead in complaint work mechanisms.
The departments taking the lead in complain work mechanisms, which are designated by the competent departments for commerce under the State Council and local people's governments, are to undertake routine work of compaints work mechanisms.
Article 31:Complaint work mechanisms shall follow the principles of high efficiency, convenience, and ease, improving work rules and complaint channels, and drafting guides for complaints. The component and leading units for complaint work mechanisms, their primary duties, work rules, channels for complaints, and complaint guides shall be made public.
Where the complaint work mechanisms coordinate resolution of foreign-invested enterprises or their investors' reports of violations of their lawful rights and interests by the administrative actions of administrative organs or their staffs, they may learn about the situation from the administrative organs or their staffs and the relevant administrative organs and their staffs shall cooperate.
Where foreign-invested enterprises or their investors report or relevant issues through the complaint work mechanisms or apply for coordination of a resolution, they must not be suppressed or retaliated against by any unit or individual.
Article 32:The complaint work mechanisms shall analyze and summarize issues reported by foreign-invested enterprises or their investors which are typical or common, and promptly submit suggestions to the local people's government at that level on strengthening protections for foreign investments and improving the atmosphere for foreign investment.
Article 33:Except as otherwise provided by laws or regulations, foreign-invested enterprises have the right to make their own decisions on participating in or leaving chambers of commerce, associations, and other social organizations, and there must be no interference by any units or individuals.
In accordance with laws, regulations, and their charters, chambers of commerce and associations are to strengthen industry self-discipline, promptly giving feedback on industry demands, and providing members with information services, publicity and training, market expansion, exchanges on economics and trade, rights protection, dispute resolution, and other services.
The state is to safeguard chambers of commerce and associations' carrying out of relevant activities in accordance with the provisions of laws, regulations, and charters.
Chapter IV: Investment Management
Article 34: For fields in which the negative list for foreign investment provides that investment is restricted, foreign investors making investments shall meet the restrictive requirements, such as for shareholder ratios and senior managers, that are provided for in the negative list.
Where the foreign investment negative list makes restrictive provisions on stock ownership by foreign investors in field, and the foreign investors make investments in that field by establishing a partnership, the ration of foreign investors' voting rights in the partnership agreement should comply with the restrictive provisions of the negative list on the ration of shareholders.
Article 35: Where wholly owned enterprises established outside of mainland China by Chinese natural persons, legal persons, or other organizations make investments inside mainland China, upon review by the competent departments under the State Council and approval by the State Council, they may be excused from the restrictions of the special management measures of the foreign investment negative list.
"Legal persons or other organizations" as used in the preceding paragraph, does not include foreign-invested enterprises.
Article 36: Where the approval or recording of investment projects need to be processed for foreign investment, it is to be implemented in accordance with the relevant provisions of the State Council and the departments in charge of investment under the State Council.
Article 37: Where foreign investors invest in industries or fields that require permits in accordance with law, except where laws or administrative regulations otherwise provide, the regulatory departments responsible for carrying out permitting shall review foreign investors' applications for permits according to the same requirements and procedures as for domestic capital, must not add permit conditions or apply stricter permit requirements for foreign investors, and must not add additional steps in review, materials for review, or require other extra requirements.
Relevant regulatory departments shall use diverse methods to optimize approval services and increase the efficiency of approvals. Permit matters that meet all conditions and requirements may be handled through means such as information pledges in accordance with relevant provisions.
Article 38:When departments for market oversight and management handle registration of foreign-invested enterprises in accordance with law, they are to review whether they comply with the foreign investment negative list's restrictive requirements for stock ratios, senior management and so forth; but where other relevant regulatory departments have already reviewed them while handling relevant formalities, the market oversight and management departments do are not to repeat review.
Article 39: Foreign investors or foreign-invested enterprises shall submit investment information to the competent departments for commerce through the enterprise registration system and the enterprise credit information disclosure system.
The State Council departments for commerce and market oversight and management are to complete connections and work linkages between related business systems, clarifying the specific processes for reporting foreign investment information, and strengthening guidance on the sending of foreign investment information.
Article 40: The content, scope and frequency of foreign investment information reports, is to be determined by the State Council departments of commerce together with the State Council departments for market oversight and management, and other relevant departments, in accordance with actual needs and the principle of reducing the burden on foreign investors and foreign-invested enterprises as much as possible. In determining the content, scope and frequency of foreign investment information reports, the opinions of foreign investors, foreign-invested enterprises, and other relevant parties shall be fully heard.
Except as otherwise provided by laws or administrative regulations, foreign investment information obtained by the relevant departments in the course of performing their duties shall be promptly shared with the departments for commerce.
Article 41:Investment information sent by foreign investors and foreign-invested enterprises shall be truthful, accurate, and complete.
The departments in charge of commerce shall establish and complete systems for the retention and management of foreign investment information.
Chapter V: Supplemental Provisions
Article 42:For foreign-invested enterprises that were established in accordance with the "P.R.C. Chinese-Foreign Equity Joint Ventures Law," the "P.R.C. Wholly Foreign-Owned Enterprises Law," or the "P.R.C. Chinese-Foreign Contractual Joint Ventures Law" before Foreign Investment Law took effect (hereinafter simply 'pre-existing foreign-invested enterprises"), where their organization form or structure is inconsistent with those required in the "PR.C. Company Law" and the "P.R.C. Partnership Enterprise Law" the state encourages them to lawfully modify their organizational forms within five years following the implementation of the Foreign Investment Law.
Where pre-existing foreign-invested enterprises as provided for in the preceding paragraph, have not lawfully handled modification procedures within 5 years of the Foreign Investment Law being implemented, they shall handle modification formalities within 6 months of January 1, 2025; and where modification formalities are not completed within this time, the organs for enterprise registration are not to handle other registration matters for that enterprise and may announce the relevant circumstance on the enterprise information announcement system.
Specific measures for pre-existing foreign-invested enterprises handling formalities for modification of organizational form and organizational bodies are to be drafted by the State Council departments for market oversight and management together with relevant State Council departments.The State Council department for market oversight and management shall compile and publish guidebooks for handling matters, clarifying the specific process for handling modification procedures and so forth.
Article 43:After the Foreign Investment Law takes effect, the joint operators and cooperators in pre-existing foreign-invested enterprises may continue to follow the agreed upon terms in their contract on methods for profit allocation, distribution of surplus property, etc., during the period of cooperation.
Article 44:For investors from the Hong Kong and Macao Special Autonomous Region investing in the mainland, refer to the Foreign Investment Law and these Regulations, except where laws, administrative regulations, or the State Council provide otherwise.
For investors from the Taiwan region making investments in the mainland, apply the provisions of the "P.R.C. Law on the Protection of Investments by Taiwan Compatriots" and the "Implementation Regulations for the P.R.C. Law on the Protection of Investments by Taiwan Compatriots" (Hereinafter "P.R.C. Law on the Protection of Investments by Taiwan Compatriots and its implementation regulations"); and where the P.R.C. Law on the Protection of Investments by Taiwan Compatriots and its implementation regulations do not have provisions, implementation is to be with reference to the Foreign Investment Law and these Regulations.
Investment by overseas Chinese in mainland China is implemented with reference to the Foreign Investment Law and these Regulations.
Article 45:These Regulations are to take effect on January 1, 2020.The "Implementation Regulations for the P.R.C. Chinese-Foreign Equity Joint Ventures Law," the "Temporary Provisions Periods for Wholly Foreign-Owned Enterprises", the "Implementation Regulations for the P.R.C. Chinese-Foreign Contractual Joint Ventures Law" are revoked at the same time.
（All information published in this website is authentic in Chinese. English is provided for reference only. )
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