Programme finder
Find the ODI programme route to open first
Run one controlled programme across authority, classification, bank/FX and destination dependencies. This page does not determine approval, filing or remittance. Detailed NDRC/MOFCOM/SAFE mechanics live on the filing roadmap.
Question 1
Who is investing?
Five gates
Keep one fact set across every gate
1. Investor / facts
Who invests, through what path, for what project.
2. Domestic route
Which NDRC / MOFCOM routes need classification.
3. Funding / FX
Can funding, guarantees and bank evidence align.
4. Connected controls
Data, technology, trade, screening, state assets, tax.
5. Lifecycle
What changes after filing or investment.
Specialist hand-off
Use this page / use that page
At a glance — five ODI programme gates
| Gate | Executive question | Minimum evidence | What can break | Next route |
|---|---|---|---|---|
| 1. Investor / facts | Who invests, through what path, for what project? | Authority + controlled fact set | Inconsistent filings / ownership logic | Structure / ODI counsel |
| 2. Domestic route | Which NDRC / MOFCOM routes need classification? | Classification record | Wrong sequencing / authority | Filing guide |
| 3. Funding / FX | Can funding, guarantees and bank evidence align? | Funding + bank pack | Remittance / closing failure | SAFE / bank / finance |
| 4. Connected controls | What adjacent regimes are implicated? | Workstream matrix | Late specialist escalation | Data / trade / screening |
| 5. Lifecycle | What changes after filing / investment? | Change log + owners | Stale filings / governance gap | ODI counsel |
Use this page / use that page
| If the reader needs… | Best page |
|---|---|
| A 2026 programme view of scope, ownership, funding readiness and lifecycle control | This ODI and Funding Roadmap |
| Detailed NDRC, MOFCOM and SAFE / bank filing stages | ODI Filing in China: NDRC, MOFCOM and SAFE Roadmap |
| “NDRC filing or approval?” as a classification question | NDRC Filing or Approval? |
| A short pre-instruction readiness check | Outbound Investment Readiness Checklist |
| Acquisition diligence, SPA, signing, closing, integration | Cross-Border M&A Roadmap |
| Destination FDI / national-security screening | Foreign-Investment Screening Gateway |
| 90-day outbound launch sequencing (not an ODI programme) | Going Global legal launch playbook |
ODI programme readiness checklist
| Workstream | Minimum evidence | Owner | Ready? |
|---|---|---|---|
| Investor | Ownership / group chart | Legal | ☐ |
| Authority | Board / shareholder approval record | Corporate | ☐ |
| Project | Controlled fact set | Deal lead | ☐ |
| Structure | Vehicle / SPV map | Legal | ☐ |
| NDRC | Classification record / counsel route | ODI counsel | ☐ |
| MOFCOM | Classification record / counsel route | ODI counsel | ☐ |
| Funding | Source / financing map | Finance | ☐ |
| Guarantees | Guarantee / security map | Finance / legal | ☐ |
| Bank | Current bank evidence checklist | Finance | ☐ |
| Connected controls | Workstream matrix | Compliance / legal | ☐ |
| Destination | Local dependency map | Local counsel | ☐ |
| Change control | Change log + owner | Legal | ☐ |
| Lifecycle | Post-investment responsibility map | Legal / finance | ☐ |
Pair with the short readiness checklist before a first counsel instruction.
Causal failure scenarios
1. Different facts across NDRC, MOFCOM, bank and deal documents
Failure: Four packs, four amounts or vehicles.
Why: No versioned Programme Pack.
Missed module: One-fact-set consistency matrix.
Consequence: Inconsistent filings and a bank that will not remit.
Better control: One pack, one version, re-issue on every material change.
Specialist: PRC ODI counsel against the pack.
2. Treating ODI as only a filing problem
Failure: A receipt is treated as “ODI done.”
Why: No funding, destination or connected-control owners.
Missed principle: Programme governance.
Consequence: Close date or tech transfer still blocked.
Better control: Gates 3–4 on the same board as Gate 2.
3. Fixing a closing date before testing remittance readiness
Failure: SPA long-stop set from a destination clock only.
Missed gate: Gate 3.
Consequence: Funds cannot move when other CPs go green.
Better control: Bank pack on the critical path. Acquisition deals: M&A roadmap.
4. Assuming an offshore SPV deletes the China-side analysis
Failure: “We invest from HK/SG.”
Missed gate: Gate 1.
Consequence: Indirect-path and control facts still sit in the PRC framework.
Better control: Map the onshore investor and every vehicle. → holding structure.
5. Data / technology / export-control found after the structure is frozen
Failure: Know-how or China access designed after the SPV chart is printed.
Missed gate: Gate 4.
Consequence: Late restructure or a transfer that should not proceed.
Better control: Connected-control screen before commitment.
6. No owner for post-investment changes
Failure: Amount, control or destination drifts with no log.
Missed gate: Gate 5.
Consequence: Stale records and an unowned exit or reinvestment.
Better control: Lifecycle map with named owners.
Fact-pattern FAQs
Does Decree No. 837 replace existing NDRC, MOFCOM and SAFE / bank processes?
Controlling facts: what the Decree and implementing measures say for this investor and project. Programme reading: it is an overarching framework, not a single substitute filing. Next step: read Decree 837 note and keep Gate 2 tracks open.
Should a Chinese company map ODI before signing an overseas acquisition agreement?
If a PRC investor, onshore funds or guarantees sit behind the deal, mapping before unconditional signing is the conservative programme control. Not a universal legal prohibition. Next step: Programme Pack + M&A CPs. → M&A roadmap.
Can an existing offshore SPV fall within the China-side ODI analysis?
Yes, it can — indirect paths and control facts matter. Next step: Gate 1 vehicle map. Do not assume “already offshore” ends the analysis.
Do guarantees or financing support matter to the ODI programme?
They can change funding, bank evidence and (on the facts) the investment characterisation. Next step: draw the Gate 3 guarantee layer before promising close.
Can a company fix a closing date before testing remittance readiness?
It can write a date. The bank is not bound by the SPA. Next step: Gate 3 tracker before a remittance-dependent long-stop.
Should NDRC and MOFCOM use the same controlled project facts?
Yes — that is a programme-control rule, not a slogan. Inconsistency is Mistake 1.
What if amount or structure changes after initial classification?
Treat it as a Gate 5 re-assessment trigger. Whether a new filing is required is a specialist question — do not assume either way.
When should data, technology or export-control workstreams open?
As soon as those facts exist — typically Gate 4 in parallel with Gate 2, not after structure lock.
Does China-side ODI completion mean destination screening is complete?
No. Different legal tests. → Screening gateway.
What records should remain owned after closing?
Completion evidence, change log, and named owners for operations, reinvestment and exit (lifecycle map).
Specialist routing
| Need | Open |
|---|---|
| Filing mechanics | NDRC · MOFCOM · SAFE filing roadmap |
| NDRC filing vs approval | NDRC sequence before remittance |
| Short readiness check | Readiness checklist |
| Live UK / private acquisition execution | Cross-border M&A roadmap |
| Host screening | Screening gateway |
| Holdco / indirect path | Overseas holding structure |
| Trade / sanctions interface | Sanctions screening |
| Related 2026 outbound decision set | Outbound decision guides hub |
Evidence library
Legal sources, evidence and implementation detail
Matrices, source stamps and diagrams stay on this page. Open a card for the citation; the desk above stays the decision surface.
01Legal framework
Scope and legal framework
In scope: China-based enterprise outbound investment (acquisition, greenfield, JV, minority; direct and indirect paths); investor authority and group path; project facts; NDRC/MOFCOM route identification at programme level; funding, guarantees, preliminary expenses; bank/SAFE readiness at programme level; destination dependencies; technology/data/export-control issue-spotting; state-asset/tax/sector routing; change control; post-investment lifecycle ownership.
Out of scope here: step-by-step NDRC or MOFCOM filing; bank/SAFE procedural manual; form walkthroughs; approval or remittance predictions; FDI screening manuals; M&A execution; tax, data, export-control or sanctions treatises; personal FX; country-entry encyclopedias. Those stay on specialist pages.
Authority / process hierarchy
- Overarching framework — State Council outbound-investment regulation (Decree No. 837 / Provisions on Outbound Investment). See what Decree 837 changes.
- Domestic management tracks — NDRC (project classification / management route); MOFCOM (enterprise outbound / overseas-enterprise path); SAFE / handling bank (FX registration and remittance execution under applicable rules).
- Enterprise governance — corporate authority, ownership, internal controls, funding, guarantees, evidence, reporting, lifecycle owners.
- Connected-control layer — technology, data, export controls, sanctions, state assets, tax, merger control, destination screening, sector licensing.
The programme layer coordinates these tracks. It does not replace the legal tests or filing mechanics of any individual track.
02ODI programme pack and consistency matrix
ODI Programme Pack — one controlled fact set
Use one pack for the board, legal, finance, PRC ODI counsel, handling bank, tax advisers, destination counsel and the deal team.
Warning: the ODI Programme Pack is a planning and counsel-instruction tool. It is not a filing form, approval predictor or remittance confirmation.
| Section | Capture |
|---|---|
| 1. Investor and authority | Mainland investor; group chart; direct owner; ultimate control; board / shareholder authority; designated internal owner |
| 2. Transaction / project | Mode; target / project; destination; activity; amount; currency; timetable; control rights; implementation milestones |
| 3. Funding and guarantee map | Source of funds; debt / equity; preliminary expenses; guarantees; security; offshore funds; intended remittance route |
| 4. Structure and vehicle map | Direct / indirect path; intermediate SPVs; existing offshore holdings; purpose of each entity; proposed changes |
| 5. Connected-control screen | Data; technology; personnel; goods; export control; sanctions; state assets; tax; sector licences |
| 6. Destination dependencies | Local formation; investment screening; merger control; licensing; banking; employment; closing conditions |
| 7. Change-control log | Investor; structure; amount; control; destination; timetable; funding; implementation |
| 8. Evidence ownership | Document; owner; adviser; status; missing information; deadline; escalation point |
One-fact-set consistency matrix
Control rule: any change to a controlled fact triggers a cross-workstream consistency check before the programme continues.
| Controlled fact | Board / authority | NDRC | MOFCOM | Bank / FX | Destination / deal docs |
|---|---|---|---|---|---|
| Investor | Must match | Must match | Must match | Must match | Must match |
| Ownership path | Record | Relevant | Relevant | Relevant | Structure |
| Project / target | Approve | Classify | Record | Support | Transaction |
| Amount | Approve | Use | Use | Evidence | Price / capital |
| Control rights | Approve | Fact input | Fact input | Context | Screening / SPA |
| Funding source | Approve | Context | Context | Core | Financing |
| Destination | Approve | Fact input | Fact input | Evidence | Local approvals |
| Timetable | Approve | Sequence | Sequence | Remittance timing | Signing / closing |
03Gate 1 — investor, authority and project facts
Gate 1 — Establish investor, authority and project facts
Executive question: Who is investing, through which structure, into what project, for what amount, with what control and funding plan?
Decision tree
- Is the investing entity a mainland enterprise, other organisation, or resident individual? Identify applicable scope. Individuals are not the audience of this enterprise programme page — they need a different specialist path.
- Is the investment direct or indirect? Map every offshore vehicle / intermediate SPV. An existing holdco does not automatically remove China-side analysis.
- Greenfield, acquisition, JV or minority? Select a transaction mode (selector below) — do not write four mini-guides here.
- Are amount, control and destination fixed? If no, flag as open facts. Do not assume a filing route on a moving target.
- Has internal authority been obtained? If no, assign an owner before any external filing assumption.
Output: a controlled facts schedule — not a legal conclusion. Holding-vehicle design: overseas holding structure.
04Gate 2 — domestic management route
Gate 2 — Choose the domestic management route
Executive question: Which domestic ODI workstreams need classification, and who owns the classification decision?
Do not self-file from this page.
Decision tree
- Lock Gate 1 facts (investor identity; project type; destination; sector; amount; sensitive status where relevant; direct/indirect path; mode; authority level).
- Open NDRC classification — project management route (filing vs approval design is fact-dependent).
- Open MOFCOM classification — enterprise outbound / overseas-enterprise path.
- Ask whether another domestic track is triggered (state assets, sector, tax).
- Hand the live classification to the filing roadmap and, for the NDRC fork, NDRC filing or approval.
| Question | Fact input | Authority / route | Programme consequence | Detailed hand-off |
|---|---|---|---|---|
| Which NDRC route? | Project facts | NDRC | Timing / documents / authority | NDRC classification guide |
| Which MOFCOM route? | Investor + project | MOFCOM | Overseas enterprise path | Filing guide |
| Another domestic track? | Sector / state assets / tax | Relevant authority | Parallel workstream | Specialist counsel |
05Gate 3 — funding, guarantees and FX
Gate 3 — Funding, guarantees and FX / bank readiness
Executive question: Can the source of funds, financing, guarantees, bank evidence and remittance path support the proposed transaction timetable?
Decision tree
- Equity, debt or internal funds?
- Preliminary expenses before the main investment?
- Acquisition financing?
- Guarantee or security (onshore or offshore)?
- Already-offshore funds vs mainland remittance?
- Staged funding?
- Is there a transaction deadline the bank has not scoped?
- Has the handling bank been engaged, and is an evidence pack agreed?
Output: a funding workstream map — not “remittance approved.”
Funding and guarantee map
- Mainland investor
- Internal / debt funding — source of funds, amount, currency, financing conditions
- Guarantee / security layer where relevant
- ODI classification / evidence (Gate 2 status)
- Handling bank / FX route — bank evidence; not a promised value date
- Offshore SPV / acquisition vehicle
- Target / project / capital contribution — destination closing prerequisites
Remittance-readiness evidence tracker
Evidence readiness does not guarantee remittance. The handling bank and competent authorities determine the applicable current requirements.
| Evidence | Owner | Available? | Verified? |
|---|---|---|---|
| Investor corporate docs | Legal | ☐ | ☐ |
| Ownership chart | Legal | ☐ | ☐ |
| Board authority | Corporate | ☐ | ☐ |
| Project / target facts | Deal team | ☐ | ☐ |
| Amount / currency | Finance | ☐ | ☐ |
| Funding source | Finance | ☐ | ☐ |
| Financing documents | Finance / counsel | ☐ | ☐ |
| Guarantee / security map | Finance / legal | ☐ | ☐ |
| NDRC / MOFCOM status | ODI counsel | ☐ | ☐ |
| Transaction documents | Deal counsel | ☐ | ☐ |
| Destination conditions | Local counsel | ☐ | ☐ |
| Bank checklist | Finance | ☐ | ☐ |
06Gate 4 — connected controls
Gate 4 — Open connected-control and destination workstreams
Executive question: What other legal or regulatory workstreams can change the project before commitment, funding or implementation?
Identify and route. Do not explain every regime here.
| Issue | Trigger fact | Programme impact | Specialist route |
|---|---|---|---|
| Technology | Technical data leaving China | Structure / timing | Export-control / trade |
| Data | Cross-border data / China access | Systems / diligence | Data-export SCC |
| Export control | Controlled goods / end users | Transfer / supply | Trade-control counsel |
| State assets | SOE / state-asset involvement | Additional authority | State-asset counsel |
| Tax | Structure / financing / exit | Economics / evidence | Tax counsel |
| Sanctions | Parties / banks / destination | Funding / legality | Sanctions screening |
| Destination FDI | Target / sector / control | Closing / structure | Screening gateway |
| Merger control | Transaction / market facts | Closing / remedies | Competition counsel |
| Employment / people | Secondees / local teams | Implementation | Employment counsel |
Parallel workstreams (one programme, many tests)
Around one ODI programme: NDRC · MOFCOM · SAFE/bank · corporate authority · funding/guarantees · tax · state assets · technology/data · export control/sanctions · destination screening · merger control · local licensing.
One approval or filing does not complete the programme. Each workstream has separate legal tests, evidence and owners.
07Gate 5 — lifecycle
Gate 5 — Govern change, operations and exit
Executive question: What changes after initial classification / filing / investment require a new internal review or specialist escalation?
Rows below are triggers for re-assessment, not automatic refiling requirements.
| Change | Why it matters | Immediate action | Owner |
|---|---|---|---|
| Investor changes | Authority / filing consistency | Re-check programme | Legal |
| Structure / SPV path | Fact set changes | Reconcile all workstreams | ODI counsel |
| Amount changes | Filing / bank / board facts | Re-check evidence | Finance / legal |
| Control rights change | Classification / destination screening | Re-screen | Legal |
| Destination changes | Authority / local-law change | Re-route counsel | Deal lead |
| Funding source changes | Bank / finance facts | Re-confirm evidence | Finance |
| Guarantee changes | Regulatory / bank facts | Re-check route | Finance / legal |
| Timetable changes | Filing / closing dependencies | Re-baseline | Project lead |
| Technology / data changes | Connected controls | Specialist re-review | Compliance |
| Reinvestment / exit | Lifecycle obligations | Open new workstream | Legal |
Lifecycle ownership map
| Stage | Record / obligation category | Internal owner | External adviser | Trigger |
|---|---|---|---|---|
| Pre-commitment | Fact pack / authority | Legal | ODI counsel | Project start |
| Filing / classification | Decision record | Legal | ODI counsel | Route confirmed |
| Funding | Bank / source evidence | Finance | Bank / counsel | Before remittance |
| Closing / investment | Completion evidence | Deal team | Counsel | Closing |
| Operations | Change monitoring | Business / legal | Counsel | Material change |
| Reinvestment | New project assessment | Legal / finance | ODI counsel | New capital / structure |
| Exit | Termination / repatriation / records | Legal / finance | Tax / ODI counsel | Exit |
08Programme dependency timeline
Programme dependency timeline
A dependency sequence — no universal filing days.
- Stage 0 — Fix the fact set (investor, authority, project, amount, structure, control, destination, funding, timetable).
- Stage 1 — Classify domestic routes (NDRC, MOFCOM, other domestic authorities where relevant).
- Stage 2 — Open connected controls (tax, state assets, technology, data, trade controls, destination screening, merger control).
- Stage 3 — Build funding / bank readiness (funding, guarantee, source evidence, bank checklist, remittance dependencies).
- Stage 4 — Align transaction / destination timetable (signing, conditions, local approvals, funding availability, closing).
- Stage 5 — Maintain lifecycle control (changes, reporting, reinvestment, restructuring, profit return, exit).
Illustrative project-management formula, not a statutory calculation:
Execution readiness = max(corporate authority, domestic ODI route readiness, bank/FX readiness, financing, connected-control clearance, destination approval, transaction conditions)
Earliest executable investment milestone = MAX of all mandatory China-side and destination dependencies.
09Programme risk matrix
Programme risk matrix
| Risk | Root cause | Early control | Escalation trigger |
|---|---|---|---|
| Inconsistent facts | Different workstreams use different data | One controlled fact set | Any investor / structure / amount / control change |
| Premature commitment | Deal timetable set before ODI / bank path | Conditions + dependency map | Before unconditional commitment |
| Funding failure | Bank / evidence path tested late | Funding pack + bank engagement | Before remittance-dependent close |
| Technology / data issue | Connected control identified too late | Early connected-control screen | Before transfer / disclosure |
| Destination mismatch | Local approvals not coordinated | Destination dependency map | Before signing |
| Post-investment gap | No lifecycle owner | Change-control log | Before reinvestment / restructuring / exit |
10Reader journeys
Reader journeys (same five gates)
A — Overseas acquisition. Programme Pack → Gate 1 → Gate 2 → Gate 3 → M&A roadmap → screening gateway.
B — Greenfield. Programme Pack → structure → capital schedule → domestic route → funding → destination formation / licensing.
C — JV. Fact pack → investor / partner / contribution → control rights → domestic route → technology / data → destination JV / IP / competition.
D — Minority investment. Fact pack → rights / control → domestic route → funding → destination screening.
E — Existing offshore structure / indirect route. Investor map → offshore vehicle map → transaction facts → ODI route re-assessment → tax / destination counsel.
11Evidence and change log
Sources, review scope and change log
Source checked through 16 August 2026. Primary PRC authority is used where a requirement is stated. Official explanations are Level 2. Coordination and bank practice are practitioner interpretation and are not presented as statutes. No approval odds, remittance guarantees or invented processing times.
Lawyer reviewed: not claimed on this rebuild. Do not treat proposed or historical reviewers on other pages as having signed this programme architecture.
Review trigger: new implementation measure; NDRC procedural change; MOFCOM procedural change; SAFE / bank guidance change; material legal amendment — including any restatement of Decree 837.
Change log: August 2026 — rebuilt from a short framework stub into a five-gate ODI programme-control page (Programme Pack, consistency matrix, funding/remittance tracker, connected-control and change-control maps). Filing procedure left on the dedicated filing roadmap. No internal source-pack paths. No original-data charts (CLP datasets not attached).
