Huifa [2009] No.24 _ Notice of the State Administration of Foreign Exchange on Relevant Issues Concerning Foreign Exchange Management of Overseas Lending by Domestic Enterprises

Branches and foreign exchange administrations of the State Administration of Foreign Exchange in all provinces, autonomous regions and municipalities directly under the Central Government, and branches in Shenzhen, Dalian, Qingdao, Xiamen and Ningbo; Head office of designated Chinese-funded foreign exchange banks:

In order to facilitate and support the use and operation of foreign exchange funds of domestic enterprises, improve the efficiency of capital use of domestic enterprises, broaden the follow-up financing channels of overseas enterprises, standardize the management and statistics of overseas creditor's rights, and promote the "going global" development of domestic enterprises, according to the Regulations of People's Republic of China (PRC) on Foreign Exchange Management and relevant laws and regulations, the relevant issues concerning foreign exchange management of overseas loans of domestic enterprises are hereby notified as follows:

1. The term "overseas lending" as mentioned in this Notice refers to the financing method in which domestic enterprises (except financial institutions, hereinafter referred to as "lenders") provide direct loans to their wholly-owned subsidiaries or joint-stock enterprises (hereinafter referred to as "borrowers") established overseas according to the amount, interest rate and term agreed in the contract within the approved quota.

Overseas lending can also be entrusted through designated foreign exchange banks and enterprise group finance companies approved to be established and qualified for foreign exchange business.

Two. The foreign exchange administration branch (foreign exchange administration department) where the lender is located (hereinafter referred to as the "foreign exchange bureau") is responsible for the examination and approval, registration, supervision and management of special accounts and fund exchange and transfer of overseas loans.

Three, domestic enterprises engaged in overseas lending, should abide by this notice and other relevant provisions on foreign exchange management, and accept the management, supervision and inspection of the foreign exchange bureau.

4. Balance management shall be implemented for overseas loans, and domestic enterprises may remit funds abroad in one lump sum or by stages within the amount of overseas loans approved by the foreign exchange bureau.

The effective use period of the overseas loan quota is 2 years from the date when the foreign exchange bureau approves the overseas loan quota. If it is necessary to continue to use it after maturity, the lender shall apply to the local foreign exchange bureau for extension 1 month before maturity.

Five, the lender's overseas loan balance shall not exceed 30% of the owner's equity, and shall not exceed the Chinese investment agreement that the borrower has gone through the relevant registration procedures. If the enterprise really needs to break through the above ratio, it shall be reported to the State Administration of Foreign Exchange for examination after the preliminary examination by the foreign exchange bureau where the lender is located.

6. Lenders can use their own foreign exchange funds, RMB foreign exchange purchase funds and foreign currency pool funds approved by the foreign exchange bureau to issue overseas loans to borrowers.

Seven, lenders and borrowers should meet the following conditions:

(1) Both the lender and the borrower are registered and established according to law, and all the registered capital has been put in place;

(2) The lender and the borrower have a good record of continuous operation, sound financial system and internal control system, and have not found any foreign exchange violations in the last three years;

(3) The lender's overseas direct investment projects over the years have been approved by the domestic and overseas investment authorities and handled the foreign exchange registration formalities at the foreign exchange bureau, and the lender's participation in the latest joint annual inspection of overseas investment has been rated as Grade II or above (except for those with unsatisfactory establishment 1 year);

(4) Those who have been allowed to engage in overseas lending have been operating normally for the last time, and there is no breach of contract.

Eight, the lender shall apply to the local foreign exchange bureau for overseas lending business with the following materials:

(1) A written application, including but not limited to: basic information of the lender, basic information of overseas enterprises, overseas loan amount, source of funds and overseas loan commitment letter (the basic contents should include: the use of overseas loans conforms to the laws and regulations of China and the country or region where the borrower is located; Recover the loan principal and interest in time as agreed in the contract; In the case of serious impact on China's international balance of payments, it shall promptly repatriate overseas lending funds in accordance with the requirements of the State Administration of Foreign Exchange.

(2) The loan agreement signed between the lender and the borrower, or the entrusted loan agreement signed between the lender and the borrower and the designated foreign exchange bank or finance company in China, shall specify the amount, interest rate, term, guarantee method, repayment of principal and interest, etc.

(3) The latest financial audit report of the lender (if the lender is a foreign-invested enterprise, it shall pass the joint annual inspection of the foreign-invested enterprise for two consecutive years, and provide the foreign exchange registration certificate of the foreign-invested enterprise and the statement of foreign exchange receipts and payments in the previous year), the industrial and commercial business license that passed the annual inspection, the use and repayment of overseas loans, etc. ; If you intend to borrow with your own foreign exchange funds, you must provide the lender's foreign exchange account statement as of the end of last month; If foreign loans need to purchase foreign exchange, the amount of foreign exchange purchased shall be stated;

(four) the borrower's foreign exchange registration certificate for overseas investment and the latest financial audit report;

(5) Other materials required by the foreign exchange bureau.

The foreign exchange bureau where the lender is located shall make a decision on approval or disapproval within 20 working days after receiving the above complete application materials. If a reply is made, the amount of overseas loans shall be approved at the same time.

9. After obtaining the overseas lending quota approved by the foreign exchange bureau, the lender may directly apply for opening a special account for overseas lending at the designated foreign exchange bank with the approval documents for overseas lending. If the lender has multiple overseas loans, it may uniformly open a special account for overseas loans and transfer the corresponding funds through this account.

If the lender needs to cancel the special account for overseas lending, he can apply to the designated foreign exchange bank for cancellation of the special account for overseas lending with the approval documents for overseas lending and relevant certificates for recovering the loan funds.

All overseas lending funds must be remitted abroad through the special account for overseas lending, and the principal and interest repayment funds must be remitted back to its special account for overseas lending.

X the income range of the special account for overseas lending is: foreign exchange funds transferred from the lender's capital foreign exchange account and current account foreign exchange account; Foreign exchange funds transferred from the lender's foreign currency fund pool account approved by the foreign exchange bureau; Foreign exchange funds purchased for overseas lending; Loan principal and interest recovered from overseas borrowers; Performance bond paid by overseas loan guarantor.

Expenditure scope: issuing overseas loans to borrowers in accordance with overseas loan contracts; Transfer the recovered principal and interest of overseas loans back to the corresponding capital foreign exchange account, current account foreign exchange account or foreign currency fund pool account; The original purchase of foreign exchange will be settled.

Eleven, the lender with its own foreign exchange funds for overseas lending, overseas lending approval documents can be directly in the designated foreign exchange bank for domestic transfer procedures; Lenders who use RMB to purchase foreign exchange for overseas lending can directly go through the formalities of domestic purchase of foreign exchange and fund transfer at designated foreign exchange banks with the approval documents for overseas lending.

12. The lender shall submit a written application, overseas loan approval documents, overseas loan account statement and other materials to the local foreign exchange bureau for approval. The local foreign exchange bureau will issue the approval document for the foreign exchange business of capital account for the lender after the examination is correct, and the designated foreign exchange bank will handle the import and export procedures of relevant funds accordingly.

13. If the overseas loan expires or the overseas borrower requests repayment in installments or in advance, the repayment principal and interest shall be remitted to the special account for overseas loan with the approval of the local foreign exchange bureau. First, the repayment funds will be transferred back to the original reserved capital foreign exchange account according to the amount originally reserved in the capital foreign exchange account until the amount reserved from the capital foreign exchange account is replenished, and the rest can be transferred to the current account foreign exchange account. The original purchase of foreign exchange can be handled directly at the designated foreign exchange bank with the original overseas loan approval document and purchase certificate.

14. When the overseas loan repayment funds are remitted or transferred to the lender's foreign exchange account, the maximum amount of the foreign exchange account will not be occupied; Remittances remitted to designated foreign exchange banks should indicate "repayment funds" in the remarks column when replying to the confirmation letter of repayment funds from designated foreign exchange banks, and accounting firms may not handle capital verification business of foreign-invested enterprises by virtue of the confirmation letter of repayment funds from designated foreign exchange banks.

Fifteen, the lender shall, in accordance with the relevant provisions of the international balance of payments statistics declaration, timely and accurately report the remittance and repayment information of overseas lending funds.

Sixteen, the foreign exchange bureau in the annual joint annual inspection of overseas investment enterprises to confirm the lender's loan qualification and loan amount. For those who do not participate in the joint annual inspection or fail to pass the confirmation, the foreign exchange bureau shall instruct them to recover the principal and interest of overseas loans and shall not extend the lender's qualification for overseas loans.

17. If the lender needs to convert overseas loans into equity investment, it shall go through the formalities for approval of overseas investment and change of foreign exchange registration in accordance with the relevant provisions on overseas investment.

Eighteen, the State Administration of foreign exchange may, according to China's international balance of payments and overseas lending, timely adjust the qualifications, sources, quantity and duration of overseas lending by domestic enterprises.

Nineteen, the lender in violation of the provisions of this notice, the foreign exchange bureau will be punished according to the "Regulations" of People's Republic of China (PRC) and related foreign exchange management regulations. If the circumstances are serious, the application for overseas loan or extension shall not be approved; Those who have issued overseas loans shall be ordered to terminate and recover overseas loans.

Twenty, designated foreign exchange banks in violation of the provisions of this notice for foreign exchange business, the foreign exchange bureau can be punished in accordance with the "Regulations" of People's Republic of China (PRC) on foreign exchange management and related foreign exchange management regulations.

Twenty-one, non bank financial institutions overseas lending management measures shall be formulated separately.

Twenty-two, the State Administration of foreign exchange is responsible for the interpretation of this notice.

Twenty-three, this notice shall be implemented as of August 1 2009. If the provisions on foreign exchange management of overseas loans in the Notice of the State Administration of Foreign Exchange on Issues Concerning the Internal Management of Foreign Exchange Funds of Multinational Corporations (Huifa [2004] 104) are in conflict with this notice, this notice shall prevail.