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Clifford Chance

Clifford Chance


China Issues New Regulations on Medium And Long-Term Foreign Debt

18 January 2023

On 5 January 2023, the National Development and Reform Commission (NDRC) released the Administrative Measures for the Review and Registration of Medium and Long-Term Foreign Debt of Enterprises (the Foreign Debt Measures), which will take effect on and from 10 February 2023. The Foreign Debt Measures will replace the Circular on Promoting the Reform of the Filing and Registration Regime for Issuance of Foreign Debt by Enterprises (commonly known as Circular 2044).

The Foreign Debt Measures represent a tightening of regulations against PRC enterprises raising medium and long term debt (being debt with a tenor of more than one year) outside of the PRC (Foreign Debt) when compared with Circular 2044, while also providing clarification on several key concepts.

In this briefing, we look at (a) the background to the Foreign Debt Measures and the key differences from Circular 2044, (b) the scope of the Foreign Debt Measures, (c) the enhanced registration and reporting requirements, (d) the consequences of failure to register or report, (e) the additional compliance obligations and enhanced liability scheme and (f) the impact on lending and debt capital markets transactions.

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