On 20 July 2019, the Office of Financial Stability and Development Committee of the State Council, China's Central Government, announced Relevant Measures for Further Opening Up Financial Sector ("11 Measures").

The Chinese financial sector has long been a sensitive area and foreign investment has been restricted. However recent years have witnessed a series of relaxations. For example, the 2018 Edition of the Negative List (a list specifying industries in which foreign investment is prohibited or restricted), removed the 20% foreign shareholding (or 25% aggregate where there are multiple foreign shareholders) in domestic banks, and permitted a 51% controlling stake in joint ventures engaged in securities, fund management, futures, and life insurance business with a commitment that all such caps will be removed completely by 2021.

There have in recent months been various indications that the Central Government has intended to further relax restrictions on foreign investment, but the publication of these measures were delayed possibly partly due to the escalating trade tensions between China and the US.

Regardless of the trade war, the Chinese Government has for some time recognised the need to further relax existing restrictions. Before the most recent measures were announced, it was apparent that some investors in the financial sector were being given favourable treatment consistent with the new changes. For example, a leading global credit rating agency became the first in the market to obtain a licence in early 2019 and issued the first domestic credit rating for a Chinese issuer on 11 July 2019.

The measures target at almost all financial sub-sectors and the highlights are summarised below:

Shortened transitional periods. The deadline for removing foreign investment cap in securities, fund management, futures, and life insurance business has been brought forward to 2020, a year earlier than the deadline as noted before.

Bond market. The restrictions with respect to rating agencies and underwriting licences have been lifted. Foreign rating agencies can give rating to all kinds of bonds that are traded on China's interbank market and exchanges. Foreign invested banks are eligible to apply for type-A principal underwriting licenses in the interbank bond market and act as the principal underwriters for domestic bonds. The announcement also mentions facilitating foreign institutional investors' investment in the interbank bond market. Detailed measures are expected.

Insurance and insurance assets management. Entry to insurance and insurance assets management industries are further widened. The qualification requirement for foreign investors in insurance companies (i.e. having been operating in an insurance business for at least 30 years) is abolished. Foreign shareholding cap in insurance asset management companies (i.e. 25%) is removed. Furthermore, the 11 new measures clarifies that foreign investment is now permitted in the pension fund management sector.

Assets management companies. Foreign financial institutions are encouraged to invest in asset management subsidiaries of commercial banks. Foreign assets management companies are allowed to establish foreign controlled assets management companies with the subsidiaries of Chinese banks or insurers.

Currency brokerage. Foreign investors will be given support to establish wholly foreign owned currency brokerage companies (WFOEs). Although WFOEs are theoretically feasible under the Measures for the Administration of Pilot Currency Brokerage Companies, no such WFOE has been approved since the commencement of such pilot programme in 2005. The 11 Measures appear to be a positive signal in this regard.

The publication of these 11 Measures will require relevant regulators to "normalise" the application and approval processes, and more detailed implementation rules (such as investor qualifications and application procedures), are expected to be issued to give better guidance on the application process. That said, Chinese financial regulators enjoy significant discretionary power in granting approvals and well-established foreign financial institutions that are well-known to the authorities are perhaps more likely be granted with new licences and approvals initially although broader opportunities should become available as additional detailed regulations emerge.

Appendix:

We have included the breakdown of all 11 Measures covered by the new announcement.

  1. Foreign-invested rating agencies can give ratings to all kinds of bonds that are traded on China's interbank market and exchanges (prior to this announcement, only one global credit rating agency was allowed to give such ratings to bonds traded on the interbank market).
  2. Foreign financial institutions are encouraged to participate in the establishment of or investment in the asset management subsidiaries of commercial banks.
  3. Foreign asset managers are allowed to partner with the subsidiaries of Chinese banks or insurers to set up asset management companies that are controlled by foreign party (parties).
  4. Foreign financial institutions are allowed to set up or invest in pension fund management companies.
  5. Foreign investors will be given support to establish or invest in currency brokers.
  6. The transition period for relaxing restrictions on foreign ownership in life insurance companies from 51% to 100% will end in 2020, instead of 2021 as previously stated.
  7. The restriction that domestic insurers must hold in aggregate not less than a 75% equity interest in an insurance asset management company will be removed and foreign investors can hold more than 25% in insurance asset management companies.
  8. The qualification for a foreign insurer that is eligible to invest in China will be further relaxed, with the abolishment of the requirement that the foreign insurer should have been in business for no less than 30 years.
  9. Foreign ownership restrictions in securities companies, fund management and futures firms will end in 2020, one year earlier than originally planned.
  10. Foreign-invested financial institutions are allowed to obtain type-A underwriting licenses in the interbank bond market.
  11. Additional measures will be implemented to further facilitate foreign institutional investors' investment in the interbank bond market.

Originally published July 25 2019

Visit us at www.mayerbrownjsm.com

Mayer Brown is a global legal services organization comprising legal practices that are separate entities (the Mayer Brown Practices). The Mayer Brown Practices are: Mayer Brown LLP, a limited liability partnership established in the United States; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales; Mayer Brown JSM, a Hong Kong partnership, and its associated entities in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. "Mayer Brown" and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions.

© Copyright 2019. The Mayer Brown Practices. All rights reserved.

This article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein. Please also read the JSM legal publications Disclaimer.