1、 Going Global to Southeast Asia: This Month's Regulatory Overview and Its Impact on Chinese Investors

This briefing is aimed at Chinese companies investing in the core six Southeast Asian countries (Singapore, Malaysia, Indonesia, Thailand, Vietnam, and the Philippines), interpreting the most relevant legal and regulatory developments from May 1 to June 15, 2026. Each item should explain: what changes have occurred, the specific content of the regulation, its changes compared to previous rules, and the practical impact on Chinese investors.

2、 Indonesia, Philippines, Malaysia: From export controls to labor tightening, from exit convenience to stamp duty exemption deadline

Indonesia will unify the export of coal, palm oil, and ferroalloys for state-owned exporters to specialize in

On May 20, 2026, the Indonesian government issued the "Government Regulation No. 24 of 2026" (PP No. 24/2026), which will come into effect on June 1, 2026, and requires a comprehensive transition to the new mechanism to be completed by December 31, 2026. The regulation is led by the Ministry of Trade and marked as "Berlaku" (currently in effect) on Indonesia's official legal information portal, reshaping the way Indonesia's three major export commodities enter the international market.

Although the scope of application of the regulations is narrow, their impact is far-reaching. It requires all exports of coal, palm oil, and ferroalloys to be conducted through a designated state-owned exporter - reportedly PT Danantara Sumberdaya Indonesia, which belongs to the Danantara Sovereign Investment System. Simply put, the designated exporter will become the only legal channel for the export of the above-mentioned goods, and at the same time, they will also have the power to set sales prices. This is not just adding a licensing or declaration process, but planting a national monopoly barrier between manufacturers and overseas buyers. The goods involved are crucial: Indonesia is the world's largest exporter of these three types of goods, accounting for about a quarter of the country's total exports in 2025. The regulation reserves limited exemptions for entities holding specific existing government contracts, but in addition, the new framework is generally applicable.

The transformation of regulatory landscape is very drastic. Previously, Indonesian producers and traders sold the above-mentioned goods directly to overseas buyers through their own contracts - independently negotiating prices, arranging financing on their own, and acting as contract sellers for each batch of goods. Now, this direct sales channel has been closed. Due to state-owned exporters becoming both contract sellers and pricing parties, the existing direct underwriting agreements, accounts receivable financing, and prepayment structures have become disconnected from local legal realities. The terms regarding delivery, force majeure, legal changes, and pricing in existing contracts must be re examined; There is a real possibility of contract disputes or even triggering investment treaties or arbitration risks where long-term direct supply arrangements are interrupted. The regulations that have been issued are only framework provisions: commercial details such as the structure of state-owned exporters, specific export processes, pricing and profit mechanisms, and transitional rules still need to be clarified in the implementation rules that have not yet been issued.

This is the most disruptive regulatory trend in the region this month, with a clear direction towards deeper levels of resource nationalism, and there is a possibility of expanding the commodity list in the future (key minerals are the obvious next area). Although the operating rules have not yet been issued, their legal effect has been determined - the regulations are currently effective and have high certainty.

The impact on Chinese investors——For Chinese underwriters, traders, and resource financiers, this is the most urgent matter of the month. Those who hold direct underwriting contracts for Indonesian coal, palm oil, or ferroalloys, or provide financing through prepayments and accounts receivable, should immediately identify their risk exposure: identify which contracts bypass newly established state-owned exporters, and evaluate delivery, pricing, force majeure, and legal change clauses one by one to cope with possible forced restructuring. At the same time, establish communication channels with designated state-owned exporters before the transition period expires on December 31, 2026. Given that although the regulations have come into effect, the commercial operation mechanism still needs to be clarified in the implementation details, the current pragmatic approach is to properly safeguard contract rights, prudently retain relevant evidence of legal changes, and closely track the progress of subsequent supporting regulations (and whether the commodity list will be expanded to key minerals) before committing to new long-term supply or financing structures.

Indonesia and Philippines simultaneously tighten labor outsourcing and foreign employment rules

In just a few weeks, two new labor administrative regulations were successively introduced in the region, which, combined with this, pushed up the cost and time cost of employment in Indonesia and the Philippines. On April 30, 2026, the Indonesian Ministry of Labor (Kemnaker) officially implemented Regulation No. 7 (2026) of the Ministry of Labor (Permenaker 7/2026), establishing a new framework for labor outsourcing - known as alih daya in Indonesian, which means that companies do not directly hire workers, but instead use third-party labor suppliers to provide manpower for certain businesses. On June 9, 2026, more than a month later, the Department of Labor and Employment (DOLE) of the Philippines implemented Executive Order 199 (2026 series), restructuring the process for foreign nationals to obtain Foreign Employment Permits (AEPs), which are required for foreigners to legally work in the Philippines.

There are three substantial tightening measures in Indonesia's new regulations. Firstly, narrow the scope of application: outsourcing is now limited to six types of statutory "auxiliary" services, and positions that do not fall into these six categories cannot be undertaken in the form of outsourcing and must be included in the company's own employee staffing. Secondly, regulatory documents require that outsourcing arrangements must be established in the form of a written agreement, specifying the legally required content, and registered with the local labor department within three working days. Thirdly, it is also the most far-reaching point: the legal responsibility of ensuring that labor suppliers effectively pay workers' wages and implement legal rights falls on the employing enterprises (i.e. the clients who hire labor suppliers); Once a company fails to fulfill its responsibilities, it will face progressive administrative penalties, with the heaviest being restrictions on its business activities and even revocation of relevant licenses. The scope of changes in the Philippines is relatively narrow, but the practical impact should not be underestimated: it has completely separated the AEP processing function from the DOLE regional offices and centralized it under the DOLE central office (local employment bureau, BLE) located in Manila for unified processing - whether new applications or renewals, they are all under the central authority.

The changes in both places are tangible. In Indonesia, outsourcing has been widely used for various positions in the past, and the legal responsibility for wage arrears or unpaid social security mainly falls on the labor supplier. In practice, the client can maintain a certain distance and stay out of the matter. Nowadays, this layer of "isolation" no longer exists - responsibility continues to be traced back to the labor chain, directly reaching the enterprises that truly benefit from the service, and the allowed use of outsourcing has been deliberately compressed to six categories. Given the significant impact of this scope reorganization, the regulation provides a two-year transition period until April 30, 2028, during which the existing arrangements must complete compliance rectification. In the Philippines, AEP was previously handled by the DOLE regional office where the workplace is located, which is convenient but varies from place to place; Starting from June 9th, the regional office will completely cease this function and all cases will be handled uniformly by Manila. This centralized processing is aimed at cracking down on license abuse related to offshore gambling (POGO), so applicants not only have to face a unified national queue, but also anticipate that the central government will have stricter scrutiny on the labor market reasons for every foreign employment.

The practical consequences in both jurisdictions are similar: compliance related to employment now requires higher costs, more documents, and longer processing times than a quarter ago, and this burden has shifted from local intermediaries to investors themselves.

The impact on Chinese investors——For Chinese investors, this is a "dual line" compliance task with a hard deadline. In Indonesia, for manufacturing, mining, or service operations that rely on outsourced labor, each outsourced position should be immediately compared to the six permissible categories, and any non compliant functions should be reclassified as direct employment. Within three working days, all outsourcing agreements should be re established and registered; Furthermore, as the employing enterprise needs to endorse the compliance of suppliers' wages and social security in the future, an active supplier supervision mechanism should be included in the contract and embedded in the operation - all of which must be completed before the end of the transition period on April 30, 2028. In the Philippines, the centralized processing in Manila should be seen as a real bottleneck: new applications and renewals for AEPs need to be submitted earlier than before to absorb the time lag of the national unified queue; Every labor market reason for foreign employment must be retained with sufficient written evidence to withstand stricter scrutiny by the central government; And it is necessary to avoid the expiration of the permits of existing foreign employees during the transition period.

Philippines: Faster and simpler exit for businesses (BIR No. 47-2026 Tax Memorandum Circular) - and Malaysia's June 30th stamp duty "hard deadline" reminder

On May 19, 2026, the Bureau of Internal Revenue, the national tax authority of the Philippines, was established; BIR" ）Release of Tax Memorandum Circular No. 47-2026 (RMC No. 47-2026), effective immediately from the date of publication. This circular is a supporting implementation measure of the Simplified Taxation Act (Republic Act No. 11976, EOPT Act), targeting the issue that every foreign investor will inevitably encounter: how to formally deregister a company and revoke its tax registration. The circular clearly applies to all operating taxpayers registered in BIR, treating local and foreign-funded enterprises equally.

In terms of practical operation, the circular letter reshapes the cancellation process from three aspects. Firstly, cancellation applications can now be submitted electronically through BIR's TRRA portal or ORUS system, and are no longer limited to submission at the tax district office (RDO) counter. Secondly, the required documents should be streamlined to the most essential items: application form, return of original registration documents and licenses, final inventory list, and list of unused invoices. Thirdly, it is also the most practical point: once the complete application is submitted, the late payment penalty for unreported taxes will be suspended, and the relevant tax categories will be immediately marked as "cancelled", thus eliminating new outstanding tax matters. For "micro" taxpayers - those whose gross sales in the previous year did not exceed 3 million pesos (equivalent to approximately RMB 384000 at a reference exchange rate of approximately 1 peso to RMB 0.128), or whose gross assets at the time of cancellation did not exceed 8 million pesos (equivalent to RMB 1.02 million) - they can obtain a tax payment certificate within three working days after complete submission, and do not need to undergo mandatory cancellation audit.

The substantive significance of this change cannot be underestimated. Previously, deregistering a Philippine entity was a time-consuming and auditing focused task: tax clearance could be indefinitely delayed, and due to the accumulation of late fees for unreported tax forms during this period, a dormant subsidiary that was put on hold would unknowingly accumulate debt. The new circular replaces it with a clear and electronic path, and the late fee "timer" stops when it is fully submitted. However, the degree of burden reduction varies depending on the size of the enterprise: any entity that exceeds the micro threshold (most foreign-funded operating subsidiaries are in this range), as well as any entity that has been listed as an outstanding "Letter of Authority" (hereinafter referred to as "Letter of Authority"); LOA" Taxpayers authorized by BIR for formal audit must still pass an audit before their registration can be cancelled. The promotion of "three working days" is indeed true, but it is a treatment exclusive to micro taxpayers and not applicable to everyone.

In parallel, there is also a schedule reminder in the local area that is particularly urgent due to its deadline. The Stamp Duty SVDP 2026 in Malaysia will be closed on June 30, 2026. Under this plan, documents that have never been posted or have been posted overdue (only applicable to documents signed between January 1, 2023 and December 31, 2025, and with retroactive posting within the window period from January 1, 2026 to June 30, 2026) can be reissued through the e-Stamp system of the Inland Revenue Department (LHDN) and enjoy a full waiver of 100% late posting fines; The documents that have been reissued will not be audited afterwards, except for those involving fraud. Once the window is closed, this penalty reduction will no longer exist.

The impact on Chinese investors——For Chinese investors, the impact of these two factors over time is opposite. In the Philippines, the resistance to exiting and streamlining the group structure has indeed decreased - deregistering dormant or redundant subsidiaries has become more cost-effective and efficient, and late fees cease upon full application submission; However, please note that the exit schedule needs to be arranged around the cancellation audit, as any operating subsidiary exceeding the micro threshold of 3 million/8 million pesos, or any entity already listed in the outstanding LOA, still needs to pass the cancellation audit first. In Malaysia, the key is time: this is the most time sensitive action of the month. Please immediately investigate any unmarked or overdue documents in Malaysian transaction documents (limited to those signed between 2023 and 2025), including but not limited to equity transfers, various agreements, and guarantee documents, and complete them through the e-Stamp system before June 30, 2026 to achieve 100% exemption from fines; After this date, the exemption will no longer apply, and the regular penalty mechanism will be restored immediately.

3、 Vietnam: Double merger threshold+upgraded penalties, AI laws implemented and applied across borders

Vietnam's merger and acquisition declaration threshold doubles, while significantly strengthening anti-monopoly penalties

On May 18, 2026, the Vietnamese government issued Resolution No. 66.18/2026/NQ-CP, which significantly raised the financial threshold for triggering mandatory business concentration (merger and acquisition) declarations. The new threshold will take effect from July 1, 2026 and will be applied under transitional arrangements until February 28, 2027; If it is not converted into permanent regulations at that time, the relevant provisions will become invalid. During the same period, the government's Decree No. 102/2026/ND-CP came into effect on May 20, 2026, comprehensively revising the punishment rules for anti-monopoly violations. The direction of these two legal documents is exactly opposite: one reduces the burden of declaration, while the other significantly increases the consequences of violations, so they must be understood together.

According to Vietnam's concentration review system, any transaction that meets any of several thresholds must be declared to the competition authority and approved before delivery. Resolution 66.18 doubled three financial thresholds: the threshold based on a party's total assets or total revenue within Vietnam was raised from 300 billion Vietnamese dong to 600 billion Vietnamese dong (approximately 228 million US dollars; the same exchange rate is used for converting US dollars in this briefing); The threshold for transaction amount has been raised to 200 billion Vietnamese dong (approximately 76 million US dollars). It is worth noting that the third triggering criterion - the total market share in the relevant market reaching or exceeding 20% (i.e. the sum of the shares of all parties) - remains unchanged; The separate standards applicable to the financial, insurance, and securities industries with lower thresholds have also not been adjusted.

The actual effect is to significantly reduce the number of transactions that require declaration and review. Prior to July 1st, the acquisition of assets or revenue exceeding 300 billion Vietnamese dong by one party within Vietnam will be included in the scope of declaration; From that day on, the threshold will be moved to 600 billion Vietnamese dong, so medium-sized transactions that were previously required to be declared will no longer need to be declared unless the 20% total market share standard is still triggered or the transaction falls into a regulated industry with a lower threshold. Therefore, timing becomes crucial: declarations submitted before July 1st will be reviewed according to the old and lower standards; Any transaction delivered during the window period from July 1, 2026 to February 28, 2027 must be re evaluated according to the new standards.

Although the number of transactions that need to be declared has decreased, once the obligation to declare is misjudged, the cost increases and becomes more certain and predictable. Previously, penalties for "failure to declare" or "rushing" (i.e. completing delivery or integration transactions before obtaining necessary approvals) were calculated based on a certain percentage of turnover, with uncertain amounts and inconsistent execution. Decree No. 102/2026 replaces the penalty range with a fixed amount, with a maximum of 2 billion Vietnamese dong per party, and grants the competent authority the power that has not been effectively utilized before: in the event that one party provides false or forged information, coerces others to provide such information, or conceals or destroys information, resulting in distorted results, the approval already made can be revoked and the completed transaction can be ordered to be divested. The vague and revenue related risk exposure that was previously faced due to 'undeclared' has now become a definite amount, plus the substantial risk of transactions being forcibly dismantled.

The impact on Chinese investors——For Chinese investors, this change is a two-way street: it is foreseeable that the number of transactions requiring merger and acquisition declarations in Vietnam will decrease, but once the declaration analysis is incorrect, the legal costs will become clearer, and the most serious consequence may be the cancellation of the transaction. The correct approach to deal with this regulatory change is to conduct a rigorous threshold analysis at the time of signing, while verifying all three triggering criteria, and keeping written records of the relevant analysis to ensure that the decision to "not declare" is based on evidence. In addition, companies should closely monitor the effective date of July 1, 2026 (submitting a declaration before this date can lock in the old lower threshold, and delivery after this date will need to be reassessed) and the transition period expiration date of February 28, 2027 (in case the threshold is adjusted at that time).

Vietnam: AI Law No. 142/2026 officially comes into effect, with cross-border extension of its effectiveness - overseas AI providers are included in regulation without the need to establish entities in Vietnam

On May 1, 2026, the Vietnamese government's Decree No. 142/2026/ND-CP officially came into effect. This regulation is the first implementing regulation under the framework of the Artificial Intelligence Law (Law No. 134/2025/QH15, which came into effect on March 1, 2026). The parent law has established the institutional framework, and this law is the first mechanism to truly implement and operate this framework. This law has cross-border effectiveness, which is particularly noteworthy for every Chinese technology company that provides products to the Vietnamese market.

In terms of specific operation, the law divides artificial intelligence systems into three levels based on their level of risk - high, medium, and low, and assigns corresponding obligations to each level. For medium and high-risk systems, the provider must report to the Ministry of Science and Technology (MST) in advance before deployment. The report adopts the; Self declaration; Method: The provider shall classify the risks of their system and submit the declaration themselves, rather than waiting for permits or government approval in advance. In addition, AI generated content must be labeled to enable users to identify whether they are interacting with machines or receiving machine generated content. The regulation also deliberately maintains restraint in its intervention in proprietary technology: it does not require providers to hand over source code, model weights, or training data. This is a substantial protection for enterprises whose commercial value is precisely tied to these assets.

To understand the significance of this change, it is necessary to compare it with the previous situation. Prior to the enactment of the Artificial Intelligence Law and this regulation, Vietnam did not have specialized and horizontally applicable AI legislation. AI activities were only indirectly regulated through general laws such as cybersecurity, data, and electronic transactions, without risk classification, pre deployment reporting, or labeling obligations for AI. The most significant thing is that there was no provision previously indicating that the system could be extended to providers outside of Vietnam. This gap has now been filled. The law clearly states its extraterritorial application on the surface of its provisions, which means that Vietnam has made it clear that foreign enterprises that provide artificial intelligence systems to the Vietnamese market are also subject to its regulation, even if they do not have subsidiaries, branches, or other registered entities within Vietnam. What triggers regulation; Serve this market "; This fact, rather than; Establish entities in the market;.

However, the institutional landscape is not yet complete, and the missing piece is crucial. Which systems constitute 'high-risk' will be determined by the Prime Minister through a separate list, which is still pending. Before the list was introduced, the exact boundaries of the heaviest obligations could not be clearly defined - systems that appear to be at medium risk today may still be reclassified as high-risk once the list is implemented. But the labeling obligation and basic reporting framework have now come into effect and should be treated as current (rather than future) compliance obligations.

The impact on Chinese investors——For Chinese technology and artificial intelligence investors, this development is directly related, and the most important point is the jurisdiction: they do not need to establish entities in Vietnam to be regulated by it. Any enterprise that provides artificial intelligence products or services to Vietnam, whether it is chatbots, generative tools, recommendation or rating engines, or AI functions embedded in larger platforms, should now conduct a comprehensive review of its relevant systems, classify them one by one according to the high/medium/low levels, and prepare to submit self declarations to the Ministry of Science and Technology before deploying any systems belonging to the medium or high risk levels. As the system adopts self declaration rather than prior approval, the real risk lies not in being intercepted during the admission process, but in misjudging the classification and being held accountable in the future. Therefore, the classification analysis should be documented in writing and withstand scrutiny. Given that the obligation to label artificial intelligence content is now practically applicable, it should be immediately incorporated into product design and user experience. At the same time, close attention must be paid to the high-risk system list that the Prime Minister is about to release: it will delineate the scope of application for the heaviest obligations, which are considered medium risk systems today. Once the list is released, it may need to be reclassified and compliance documents redone. The relatively friendly design of this system - self declaration without mandatory disclosure of source code, model weights, or training data - is indeed a substantial benefit; But what really changes the planning logic is its cross-border effectiveness.

4、 Thailand: Nine types of foreign-funded businesses plan to cancel business license requirements, and data centers will add prerequisites for power supply

On May 12, 2026, the Thai Cabinet passed a comprehensive plan in principle, proposing to remove nine types of businesses that are currently restricted from foreign investment from the list of "restricted" businesses under the Foreign Business Act B.E. 2542 (Year 2542 of the Buddhist calendar, 1999), thereby canceling their Foreign Business License (FBL) requirements. The so-called FBL refers to a business license that any foreign entity (including companies with foreign ownership of 50% or more) must apply for from the Ministry of Commerce (Department of Business Development) before conducting multiple businesses restricted by this law in Thailand. This approval has a discretionary nature and takes several months, which has long been the biggest obstacle faced by foreign operators in Thailand. This plan will be implemented through two legislative forms: one ministerial regulation will remove eight types of services and agency businesses from the restricted list, and the other royal decree will separately handle the ninth category (including agricultural product futures trading with physical delivery). It should be noted that the current approval is only in principle by the Cabinet, and the relevant drafts are still being reviewed by the State Council (the legislative drafting and review body in Thailand) and have not yet been published in the Government Gazette, so they have not yet come into effect.

In practice, the actual impact of this reform is relatively limited. The functions of treasury center, shared service center, and intra group financing can now be operated with 100% foreign investment through the promotion measures of the Board of Investment (BOI) of Thailand, such as the International Business Center (IBC) or the Trade and Investment Support Office (TISO), and these structures themselves enjoy FBA exemptions. Therefore, for groups that have already adopted such structures, the changes in this reform are not significant. Its true value lies in serving businesses that have not yet taken the BOI promotion path, while conveying a policy signal that Thailand is willing to reduce FBA friction. What needs to be included in the current planning is the prerequisite for data center power as described below.

Parallel to this reform is another unrelated adjustment that has already taken effect. Starting from March 30, 2026, Thailand's BOI requires that all data center projects applying for BOI investment incentives (promotion category 8.2.1) must be accompanied by a written confirmation letter issued by the Energy Regulatory Commission (ERC), proving that the project can obtain sufficient power supply. In fact, grid capacity has become a written prerequisite for applying for discounts, rather than a problem to be solved after approval. The specific procedures and applicable standards for ERC have not yet been established, so the exact evidentiary threshold still needs to be clarified. However, the prerequisite requirement itself has now come into effect, and the background is that the construction of data centers and ultra large scale computing power has become the main theme of foreign investment inflow in Thailand. This should also pay attention to another development: the National Radio, Television and Telecommunications Commission (NBTC) of Thailand plans to reclassify data center services from Category 1 telecommunications to Category 3 telecommunications (which will come with a majority shareholding condition for the Thai side). The combination of the two implies that under surface liberalization, there exists a more concealed and restrictive reverse undercurrent.

The impact on Chinese investors——For Chinese funded groups, the FBA reform is certainly welcome, but caution should be exercised in practice. The financial center, shared services, and intra group financing functions that it has opened up, regional operators often operate with 100% foreign investment through IBC or TISO structures promoted by BOI, enjoying FBA exemptions. Therefore, for groups that have already adopted such structures, the actual changes are not significant. The real beneficiaries of the reform are those businesses that have not yet taken the BOI promotion path and still need to apply for FBL separately, which also sends a signal that Thailand is willing to reduce administrative barriers to FBA. In terms of timing, it is necessary to maintain rigor: currently, it is only a principle approval, and planning should be based on the final publication date of the Government Gazette, rather than the Cabinet approval date of May 12th (expected to take one to three months for ministerial regulations and two to four months for royal decrees). A more urgent and rigid change is the power prerequisite for data centers: investors considering investing in data centers, ultra large computing power, or electric vehicle related projects in Thailand (especially in the Eastern Economic Corridor EEC) must now include an ERC power supply confirmation letter in their BOI application - therefore, early communication with ERC and power companies should be made to consider grid readiness as a prerequisite for due diligence, and when assessing the risk of data center shareholding structure, the dynamic reclassification of NBTC's first to third category telecommunications should be evaluated one by one.