NDRC publishes draft ODI Administrative Measures for public consultation

On 21 August 2026, the PRC National Development and Reform Commission (“NDRC”) released the draft Administrative Measures for Outbound Investment (“Draft Measures”) for public consultation until 20 September 2026. As the Draft Measures remain subject to public consultation, the final measures may differ from the current draft.

The Draft Measures were released to align the NDRC regulatory framework with the Regulations on Outbound Investment promulgated by the PRC State Council, which took effect on 1 July 2026 (the “State CouncilODI Regulations”), and to implement and refine the relevant requirements at the NDRC level. Once finalized and implemented, the Draft Measures will replace the existing Administrative Measures for Enterprise Outbound Investment (“NDRC Order No. 11”), which have been the primary NDRC regulations governing outbound direct investment (“ODI”) since March 2018.

Key highlights

Continuity of the existing classified ODI regulatory framework

The Draft Measures largely retain the classified regulatory framework under NDRC Order No. 11. Under both NDRC Order No. 11 and the Draft Measures, investments involving sensitive countries/regions or sensitive sectors require NDRC approval before implementation, while non-sensitive investments are subject to filing with the competent development and reform authority, determined by factors including the corporate type of the investor and the investment amount. Specifically, the filing authority is NDRC where the investor is (i) a centrally administered enterprise or (ii) a local-level enterprise with a Chinese investment amount of USD 300 million or more in the ODI project. Where the investor is a local-level enterprise and the Chinese investment amount is below USD 300 million, the filing authority is the relevant provincial development and reform department.

Notably, compared with NDRC Order No. 11, Article 11(3) of the Draft Measures expressly includes “data” as a factor in determining the Chinese investment amount. Under the Draft Measures, data contributed by an investor directly or through offshore enterprises or organizations controlled by it will be aggregated with other assets or rights contributed by those entities, such as currency, securities, physical properties, technology, intellectual property, equity interests and creditor rights, as well as any financing or guarantees provided by them.

PRC resident individuals expressly brought within the NDRC regulatory perimeter

A noteworthy development is the expansion of the NDRC ODI regulatory perimeter. NDRC Order No. 11 expressly excludes ODI activities conducted directly by PRC natural persons. The Draft Measures remove this exclusion. Article 2 adopts the definition of “investor” under the State Council ODI Regulations and confirms that investors include PRC resident individuals. In addition, Article 13 provides that filings for non-sensitive outbound investments conducted directly by PRC resident individuals are to be handled by the provincial development and reform department at the individual’s place of registered permanent residence or habitual residence.

In practice, personal outbound investment has for many years been regulated principally under the Circular on Foreign Exchange Administration of Overseas Investments and Financing and Round-Trip Investments by PRC Resident Individuals via Special Purpose Vehicles (“SAFE Circular No. 37”). However, SAFE Circular No. 37 governs the foreign exchange registration of financing activities and round-trip investments conducted through offshore special purpose vehicles established by PRC resident individuals, rather than personal outbound investment generally.

The inclusion of PRC resident individuals within the ODI regulatory perimeter under the State Council ODI Regulations and the Draft Measures signals a shift towards a more comprehensive legal regime governing outbound investments by PRC resident individuals. Nevertheless, no specific implementing rules have yet been promulgated. Practical issues concerning approval and filing requirements, and the coordination of regulatory oversight among the development and reform authorities, commerce authorities and foreign exchange regulators, remain subject to clarification in future implementing measures.

Expanded offshore reinvestment reporting requirements

A significant amendment under the Draft Measures concerns expanded offshore reinvestment reporting requirements. NDRC Order No. 11 captures investment activities undertaken by offshore entities controlled by PRC enterprises and applies differentiated regulatory requirements. Sensitive offshore reinvestments are subject to NDRC approval, while large-scale, non-sensitive offshore reinvestments involving a Chinese investment amount of USD 300 million or more are subject to reporting to the NDRC.

The Draft Measures expressly include offshore reinvestments within the definition of outbound investment. Notably, Article 14 removes the existing reporting threshold for non-sensitive offshore re-investment under NDRC Order No. 11, pursuant to which only those involving a Chinese investment amount of USD 300 million or more are subject to reporting. Under the Draft Measures, regardless of the Chinese investment amount involved, investors are required to submit an offshore reinvestment report through the NDRC online system at least 20 working days before implementing the reinvestment. The competent development and reform authority for accepting the offshore reinvestments reporting will be determined by reference to the ODI filing regime. If adopted in its current form, this change would significantly expand the scope of reportable ODI activities. Investors should carefully assess whether subsequent offshore acquisitions, expansion activities, restructurings and other reinvestments undertaken by offshore entities controlled by PRC investors may trigger the new reporting requirements.

Article 14(2) of the Draft Measures further clarifies that an investor conducting a round-trip investment into the PRC through a controlled offshore enterprise or organization must also submit an offshore reinvestment report.

Enhanced life-cycle supervision and investor protection across ODI activities

Article 15 of the Draft Measures introduces a national security review mechanism under which outbound investments, and any subsequent transfer or disposal of related assets or interests, that affect or may affect national security are subject to ODI national security review. This provision incorporates into the NDRC regulatory framework the outbound investment national security review mechanism first introduced under the State Council ODI Regulations. It also confirms that national security review is not limited to the initial investment stage, and that subsequent transfers or disposals of related assets or interests may likewise fall within the scope of review.

The Draft Measures also introduce or enhance reporting obligations at various stages of an outbound investment, including reporting on significant preliminary work for ODI projects, material adverse events and annual outbound investment information. For example, Article 41 requires that where the Chinese investment amount exceeds USD 100 million or the investment concerns the PRC’s diplomatic relations with the relevant foreign jurisdiction, an investor shall submit a report on significant preliminary work through the NDRC online platform at least 10 working days before undertaking specified activities, such as signing an investment agreement or making a commitment to a foreign government. This requirement illustrates the NDRC’s increasing focus on earlier stages of the investment process, extending regulatory oversight beyond the traditional approval and filing requirements applicable before project implementation. More broadly, it reflects closer scrutiny of transaction planning, structuring and negotiation activities conducted before execution.

In addition to strengthening ongoing compliance obligations, the Draft Measures place increased emphasis on investor protection. Article 54 provides that, where an investor reports in its annual report that its outbound investment has been adversely affected by discriminatory measures imposed by a foreign organization or individual, or has been unreasonably deprived or restricted, the NDRC may, upon the investor’s request and within the scope of its statutory authority, adopt appropriate responsive measures. These may include prohibiting or restricting the relevant foreign organization or individual from investing in China, or prohibiting or restricting domestic entities or individuals from transacting, cooperating or otherwise dealing with that party.

Article 55 further provides that, if any country/region or international organization adopts discriminatory prohibitions, restrictions or similar measures against the PRC in relation to investment, business operations or other matters, the NDRC may, in light of the actual circumstances, take corresponding measures to protect the safety and legitimate interests of investors and their outbound investments, as well as China’s overseas interests. These provisions are broadly consistent with the PRC government’s recent policy direction and enforcement trends reflected in the PRC Anti-Foreign Sanctions Law and related countermeasure regimes, which increasingly emphasise the protection of PRC investors, overseas interests and national security considerations.

Our observations

• Whilst the Draft Measures do not fundamentally alter the existing ODI approval and filing framework at the NDRC level, they provide further clarity on the regulatory direction following the promulgation of the State Council ODI Regulations. Accordingly, for most outbound investment transactions, the preliminary assessment as to whether NDRC approval or filing is required is not expected to change materially.
• The Draft Measures indicate that ODI compliance extends beyond pre-investment approval and filing requirements to encompass reporting and compliance obligations across multiple stages of an outbound investment (including before conducing significant preliminary work for an ODI transaction). Once implemented, investors should identify applicable regulatory requirements at an early stage, coordinate approval, filing and reporting obligations with transaction documentation and key deal milestones, and incorporate ODI compliance considerations into transaction structuring, execution and post-investment management from the outset.
• Given the increasing emphasis on life-cycle supervision during ODI activities, investors should establish internal compliance mechanisms to monitor ongoing ODI obligations under the new NDRC ODI regulatory framework, including reporting requirements relating to offshore reinvestments, material adverse events and annual reporting. This may require closer coordination among legal, finance, compliance and business teams.
• Investors should also consider reviewing their existing outbound investment portfolios and structures to assess whether current arrangements may be affected by the expanded regulatory framework and enhanced reporting requirements. This is particularly relevant for investments involving complex holding structures, offshore reinvestments or ongoing offshore expansion plans.
• The Draft Measures are expected to form part of a broader evolution of China’s outbound investment regulatory framework. Going forward, corresponding updates to the MOFCOM and SAFE regimes may be expected to ensure overall consistency in regulatory policy and implementation.