China’s NDRC issues new Measures for the Administration of Outbound Investment

On 15 October 2026, the National Development and Reform Commission (NDRC) adopted the Measures for the Administration of Outbound Investment (NDRC Order No. 49, the Measures) at its 39th Commission Meeting and published them on 22 October 2026.

The Measures take effect on 1 December 2026 and repeal the 2017 Measures for the Administration of Outbound Investment by Enterprises (NDRC Order No. 11). They implement the State Council’s Provisions on Outbound Investment, which have applied since 1 July 2026. Under the Measures, outbound investment is regulated by category and tier across its full life cycle, from planning through to exit. The overall framework of Order No. 11 is retained: sensitive investments still require NDRC approval, direct non-sensitive investments still require filing, and the filing thresholds are unchanged. The changes therefore lie mainly in scope, information reporting, and liability.

New features of the Measures 

• Individuals and other organisations: “Investors” now expressly include other organisations, such as public institutions, and resident individuals. Individuals file with the provincial authority where their household is registered or where they habitually reside, regardless of the investment amount. Until now, individuals’ offshore investments were governed mainly by the foreign exchange rules of the State Administration of Foreign Exchange (SAFE) for special purpose vehicles (Circular 37), so the Measures give individuals a clear compliance route for the first time. The Measures contain no transitional provisions, so investments that individuals already hold may not need to be approved, filed, or reported retrospectively. Formal guidance on this point should be awaited. Substance prevails over form when these terms are applied.
• Data counts towards the Chinese investment amount: Data contributions are now expressly included, alongside technology, intellectual property, equity, debt, financing, and guarantees.
• Reinvestment reports: Regardless of size, all non-sensitive investments made through controlled overseas entities need a reinvestment report at least 10 working days before they are made. Round-trip investment back into China needs the same report.
• Separate security review: Outbound investments that affect or may affect national security, and transfers or disposals of the resulting assets, are subject to a separate security review.
• Reporting across the life of an investment: Investors must submit the following reports:
  • a pre-work report at least 10 working days before important preliminary steps, such as making commitments to a foreign government or signing investment agreements, if the Chinese investment amount is US$100 million or more or the investment bears on diplomatic relations;
  • a completion or termination report within 10 working days;
  • an immediate major adverse event report, which now also covers demands by foreign parties for technology or data or for the transfer of assets, where these would threaten China’s national security; and
  • an annual report by 30 June each year.

These reports notify the authorities and do not constitute approvals, so investors do not need to wait for clearance before proceeding. This differs from the former “confirmation letter” regime for project information reports. The final Measures also relax two deadlines in the consultation draft: pre-work reports are now due 10 working days in advance, rather than 20, and annual reports are due by 30 June, rather than 31 March.

Exemption for portfolio channels: Investments through Qualified Domestic Institutional Investor (QDII), Southbound Stock Connect, and Cross-boundary Wealth Management Connect are generally exempt. The exemption does not apply where an investor, alone or with persons acting in concert, gains control of the investee or reaches any whole multiple of 10% of its equity or voting rights. Qualified Domestic Limited Partner structures are also expected to fall within the exemption. 

Enhanced supervision and liability:

• Fines:
  • Failing to obtain approval or complete a filing, or submitting false materials, can lead to confiscation of illegal gains and fines of 0.1%–0.5% of the Chinese investment amount. Fines increase to 0.5%–1% if the investor fails to correct the breach, and responsible persons can be fined RMB 20,000–50,000.
  • Investing in prohibited areas can lead to an order to dispose of the investment and fines of up to 1% of the Chinese investment amount.
• Investment bans: Following a penalty, the authorities may now bar the investor from making outbound investments for one to three years.

Practical tips for cross-border transactions involving Chinese investors

Although the Measures bind Chinese investors rather than their foreign counterparties, a Chinese party’s failure to comply can delay or derail a transaction. Before the Measures take effect on 1 December 2026, foreign sellers, joint venture partners, target companies, fund managers, and lenders dealing with Chinese counterparties may wish to:

• Ask Chinese counterparties early whether the transaction requires NDRC approval, filing, or a reinvestment or pre-work report, including where Chinese involvement takes the form of financing, guarantees, fund commitments, contractual control, or a round-trip structure, or where the investor is a Chinese resident individual.
• Build the 10-working-day reinvestment and pre-work reporting deadlines into deal timetables, and make the Chinese party’s valid approval or filing a condition precedent to closing. Without it, the Chinese party cannot complete foreign exchange, customs, or bank settlement procedures, potentially preventing funds from being remitted offshore.
• Include representations, covenants, and information undertakings in transaction documents addressing the Chinese party’s approval, filing, and ongoing reporting obligations, together with termination rights, reverse break fees, or other remedies if approval is refused or the investor becomes subject to a one-to-three-year investment ban.
• Be aware that Chinese counterparties must report immediately to the authorities any demand by foreign parties for technology or data, or for the transfer of assets, where the demand would threaten China’s national security, and that some deals may be subject to a separate security review. Consider how requests concerning technology, data, or asset transfers are framed in negotiations and documents.
• Where Chinese investors acquire stakes through QDII or Connect channels, note that the exemption ceases to apply once they gain control or reach any whole multiple of 10% of the equity or voting rights, and monitor the NDRC’s forthcoming template forms, filing guidelines, and FAQs, as well as implementing rules from the Ministry of Commerce, SAFE, and the tax authorities.

Client Alert 2026-200