China has unveiled a far-reaching overhaul of the rules governing funds raised by domestic companies through overseas listings, signaling a renewed push by Beijing to tighten supervision of cross-border capital flows while still keeping global fundraising channels open.
Under the new guidelines jointly issued on Friday by the People’s Bank of China (PBOC) and the State Administration of Foreign Exchange (SAFE), companies will be required, “in principle,” to repatriate proceeds raised from offshore share sales back to the mainland. The rules, which take effect on April 1, 2026, are part of a broader effort to reduce financial risks, improve transparency, and strengthen control over the capital account at a time of heightened global market volatility.
The regulators said that if companies intend to keep funds overseas for purposes such as foreign direct investment, overseas securities investment, or the provision of overseas loans, they must secure approval before the listing is completed. This pre-approval requirement closes a long-standing grey area that allowed some firms to retain large pools of offshore capital with limited oversight after listing abroad.
To further tighten supervision, the rules mandate the use of dedicated capital accounts for all cross-border fund settlements related to overseas listings. Proceeds generated through shareholder transactions, including the buying or selling of overseas-listed shares, are also expected to be repatriated in principle. Regulators view these measures as essential to improving the traceability of funds and preventing misuse, speculative flows, or hidden capital flight.
At the same time, the guidelines include targeted flexibilities aimed at avoiding unnecessary disruption to corporate finance activities. Companies will be permitted to use either offshore or onshore funds to buy back their own overseas-listed shares, giving them room to manage valuations, investor expectations, and capital structures in volatile markets.
The rules also clarify treatment under the H-share “full circulation” regime, which allows all shares of a mainland-incorporated company to become tradable in Hong Kong. Under the new framework, fund transfers linked to full circulation must go through ChinaClear’s designated accounts, strengthening oversight of settlement flows. Dividends paid to mainland shareholders must be settled in renminbi within China rather than through offshore channels, reinforcing Beijing’s preference for keeping RMB flows onshore and under regulatory supervision.
While oversight is being tightened, authorities moved to ease administrative frictions. Registration deadlines related to overseas listings have been extended to 30 days from 15 days, a change intended to reduce compliance pressure and improve predictability for companies planning offshore IPOs or secondary listings. The PBOC and SAFE said they would continue refining cross-border capital management rules to strike a balance between risk control and convenience.
The new framework reflects Beijing’s evolving approach to financial openness. After years of encouraging overseas listings to help companies tap global capital, regulators have become more cautious as geopolitical tensions, U.S. scrutiny of Chinese firms, currency pressures, and episodes of capital outflow have raised concerns about financial stability. Chinese authorities now aim to ensure that offshore fundraising ultimately supports domestic economic activity rather than remaining outside the regulatory perimeter, by formalizing repatriation expectations and strengthening account-level supervision.
Market participants say the rules are unlikely to halt overseas listings outright, but they could influence how companies structure deals and manage post-listing capital. Firms with significant overseas expansion plans may face longer lead times and closer scrutiny, while those seeking to retain funds offshore will need clearer justifications aligned with policy objectives.
Overall, the measures underline Beijing’s message that international capital markets remain accessible, but on terms that prioritize macro-financial stability, regulatory visibility, and tighter control over cross-border funding flows.






