The National Financial Regulatory Administration (NFRA) has released a circular outlining key regulations for commercial banks conducting offshore bond business within the Shanghai Pudong New Area Free Trade Zone.

The Office of the National Financial Regulatory Administration has issued a notice to the Shanghai Financial Regulatory Bureau, major state-owned banks, joint-stock commercial banks, and foreign banks regarding the conduct of offshore bond operations in the zone. The notice aims to standardize these activities and promote orderly market development.

Core Regulatory Principles

Banks are required to operate in strict compliance with the law, adhere to a risk-based approach, and follow prudent management principles. They must comply fully with relevant regulations, including the "Several Provisions on the Development of Offshore Bond Business in the Shanghai Pudong New Area Free Trade Zone."

Business Focus and Objectives

The primary focus for banks should be serving the overseas investment and financing needs of high-quality enterprises, including Chinese "going global" companies and entities from countries and regions participating in the Belt and Road Initiative. The goal is to support reasonable financing in the real economy.

Internal Governance Requirements

Banks must establish comprehensive internal management systems for this business line, aligned with their strategic goals, management capacity, and risk tolerance. These systems must clearly define responsibilities, organizational structure, operational procedures, compliance reviews, and risk management protocols, alongside robust risk assessment and monitoring mechanisms.

Underwriting Eligibility and Rules

Commercial banks or their branches registered within the Pudong New Area are eligible to underwrite these offshore bonds. They must strictly follow all relevant regulations for bond underwriting risk management. Branches conducting such business must obtain prior written authorization from their head office, which must clearly delineate responsibilities, decision-making authority, business scope, risk limits, and accountability. Unauthorized branches are prohibited from engaging in underwriting. Banks are permitted to collaborate with qualified overseas underwriters to jointly provide underwriting services to issuers.

Investment and Risk Management

Banks investing in these bonds must conduct independent due diligence, implement unified credit management, and prudently calculate corresponding risk-weighted assets and capital requirements based on the economic substance of the transactions. Post-investment management is crucial, requiring continuous monitoring of issuer financial health, credit rating changes, actual use of raised funds, and shifts in domestic and international regulatory policies.

Regulatory Reporting and Oversight

Banks or branches registered in the Pudong New Area must report to the NFRA's Shanghai Bureau when undertaking offshore bond underwriting business for the first time. The NFRA Shanghai Bureau is tasked with strengthening supervision over banks' activities in this area. It will take regulatory actions or impose administrative penalties on banks found to be in violation of relevant rules.

Application to Foreign Bank Branches

The provisions of this notice also apply to foreign bank branches operating within the jurisdiction.

The notice was issued by the Office of the National Financial Regulatory Administration on June 16, 2026.