Issued by: Ministry of Commerce of the People’s Republic of China, China Securities Regulatory Commission, State-owned Assets Supervision and Administration Commission of the State Council, State Taxation Administration, State Administration for Market Regulation, State Administration of Foreign Exchange
Issue No.: Ministry of Commerce of the People’s Republic of China, China Securities Regulatory Commission, State-owned Assets Supervision and Administration Commission of the State Council, State Taxation Administration, State Administration for Market Regulation, State Administration of Foreign Exchange Decree No. 3 of 2024
Release Date: November 1, 2024
Effective Date: December 2, 2024
Links: http://www.csrc.gov.cn/csrc/c100028/c7516180/content.shtml

The amended Measures have lowered the threshold for foreign investors to make strategic investments in listed companies in the following five main aspects:
1. Foreign individuals are allowed to make strategic investments in listed companies;

2. Reduce asset requirements for non-controlling foreign investors. If the foreign investor does not become the controlling shareholder of the listed company after implementing the strategic investment, the requirement on the total amount of its owned asset is reduced from no less than USD 100 million to no less than USD 50 million, and the requirement on the total amount of its managed assets is reduced from no less than USD 500 million to no less than USD 300 million；

3. Add tender offer as a strategic investment method. The strategic investment methods stipulated in the original Measures only include private placement and agreement transfer. The amendment allows foreign investors to make strategic investments through tender offers;

4. If strategic investment is carried out by means of private placement or tender offer, foreign investors are allowed to pay by shares in overseas non-listed companies; If the transfer is carried out by agreement, the payment is limited to shares of an overseas listed company;

5. Lower the minimum acquisition requirement and shorten the lock-up period. For a transfer by agreement or tender offer, the minimum acquisition by foreign investors has been reduced from 10% to 5% of the target company’s shares. The lock-up period for foreign investors have been adjusted from 3 years to 12 months.