National Development and Reform Commission and Ministry of Commerce Special Management Measures for Foreign Investment Access (Negative List) (2024 Edition)

Special Management Measures for Foreign Investment Access

(Negative List) (2024 Edition)

(Approved by the 10th Executive Meeting of the National Development and Reform Commission on April 8, 2024, promulgated by Order No. 23 of the National Development and Reform Commission and the Ministry of Commerce on September 6, 2024, and effective from November 1, 2024)

The Special Management Measures for Foreign Investment Access (Negative List) (2024 Edition) has been reviewed and approved by the 10th Executive Meeting of the National Development and Reform Commission on April 8, 2024 and reviewed and signed by the Ministry of Commerce, and has been approved by the Party Central Committee and the State Council. It is now promulgated and will be implemented from November 1, 2024.

September 6, 2024

Special Management Measures for Foreign Investment Access

(Negative List) (2024 Edition)

Explanation

1. The Special Management Measures for Foreign Investment Access (Negative List) (hereinafter referred to as the "Negative List for Foreign Investment Access") uniformly lists special management measures for foreign investment access, such as equity requirements and senior management requirements. Areas outside the "Negative List for Foreign Investment Access" shall be managed in accordance with the principle of consistency between domestic and foreign investment. Domestic and foreign investors shall uniformly apply the relevant provisions of the "Negative List for Market Access".

2. Foreign investors shall not engage in investment and business activities as individual industrial and commercial households, sole proprietorship investors, or members of farmers' professional cooperatives.

3. Foreign-invested enterprises investing in China shall comply with the relevant provisions of the "Negative List for Foreign Investment Access".

4. In the process of performing their duties in accordance with the law, the relevant competent authorities shall not process the relevant matters such as licenses and enterprise registration for foreign investors who intend to invest in the fields included in the Negative List of Foreign Investment Access, but do not comply with the provisions of the Negative List of Foreign Investment Access; if it involves the approval of fixed asset investment projects, the relevant approval matters shall not be processed. Foreign-invested partnerships shall not be established in fields where equity requirements are required for investment.

5. After review by the relevant competent authorities of the State Council and approval by the State Council, specific foreign investment may not be subject to the provisions of the relevant fields in the Negative List of Foreign Investment Access.

6. Domestic enterprises engaged in businesses in the prohibited investment fields of the Negative List of Foreign Investment Access shall issue shares and list them overseas, and they shall be subject to the review and approval of the relevant competent authorities of the state. Foreign investors shall not participate in the operation and management of enterprises, and their shareholding ratio shall be implemented in accordance with the relevant provisions on the management of domestic securities investment by foreign investors.

7. Domestic companies, enterprises or natural persons shall use their legally established or controlled companies overseas to acquire domestic companies with which they have an affiliated relationship in accordance with the relevant provisions on foreign investment, overseas investment, foreign exchange management, etc.

8. The relevant measures such as administrative approval, qualification conditions, and national security in the fields of culture, finance, etc. not listed in the Negative List of Foreign Investment Access shall be implemented in accordance with the current regulations.

9. If the Arrangement on Closer Economic and Trade Relations between the Mainland and Hong Kong and its subsequent agreements, the Arrangement on Closer Economic and Trade Relations between the Mainland and Macao and its subsequent agreements, the Cross-Strait Economic Cooperation Framework Agreement and its subsequent agreements, and international treaties and agreements concluded or participated in by my country have more favorable provisions for the access treatment of foreign investors, they can be implemented in accordance with relevant regulations. If more favorable opening measures are implemented for qualified investors in special economic areas such as free trade pilot zones, they shall be implemented in accordance with relevant regulations.

10. The National Development and Reform Commission and the Ministry of Commerce shall be responsible for interpreting the Negative List of Foreign Investment Access together with relevant departments.

11. The 2021 version of the Negative List of Foreign Investment Access issued by the National Development and Reform Commission and the Ministry of Commerce on December 27, 2021 shall be abolished from November 1, 2024.