Explanation
1.The “Special Management Measures for the Admission of Foreign Investment (Negative List)” (hereinafter referred to as the “Negative List for Foreign Investment Admission”) uniformly lists special management measures related to foreign investment admission, such as equity requirements and senior management requirements. Fields outside the “Negative List for Foreign Investment Admission” shall be managed in accordance with the principle of equality between domestic and foreign investment. Both domestic and foreign investors shall be subject to the provisions of the “Negative List for Market Access.”
2.Foreign investors are not allowed to act as individual industrial and commercial households, sole proprietorship investors, or members of specialized farmers’ cooperatives engaged in investment and business activities.
3.Foreign-invested enterprises investing within China must comply with the relevant provisions of the “Negative List for Foreign Investment Admission.”
4.When the competent authorities perform their duties according to the law, if the proposed foreign investment falls within the scope of the “Negative List for Foreign Investment Admission” but does not meet its requirements, they shall not approve the relevant permits, enterprise registration, or other relevant matters; in the case of fixed asset investment project approvals, they shall not handle the relevant approval matters. In sectors with equity restrictions, foreign-invested partnership enterprises shall not be established.
5.Upon review and approval by the relevant departments of the State Council and reporting to the State Council for approval, certain foreign investments may be exempted from the relevant provisions of the “Negative List for Foreign Investment Admission.”
6.Domestic enterprises engaged in the prohibited business sectors listed in the “Negative List for Foreign Investment Admission” that issue shares and list abroad must be reviewed and approved by the relevant national authorities. Foreign investors are not allowed to participate in the management of these enterprises, and their shareholding ratio shall comply with the relevant regulations governing foreign investor domestic securities investments.
7.Domestic companies, enterprises, or natural persons, when acquiring or controlling domestic companies via legally established or controlled overseas companies, shall comply with the relevant regulations on foreign investment, overseas investment, and foreign exchange management.
8.In cultural, financial, and other sectors not listed in the “Negative List for Foreign Investment Admission,” relevant administrative approval, qualification requirements, and national security-related measures shall be implemented in accordance with current regulations.
9.The provisions of the “Mainland and Hong Kong Closer Economic Partnership Arrangement” and its subsequent agreements, the “Mainland and Macao Closer Economic Partnership Arrangement” and its subsequent agreements, the “Cross-Strait Economic Cooperation Framework Agreement” and its subsequent agreements, and international treaties and agreements concluded or acceded to by China that offer more favorable treatment to foreign investors, shall be implemented in accordance with the relevant provisions. In special economic zones such as free trade pilot zones, more favorable opening measures may be implemented for qualified investors in accordance with relevant regulations.
10.The “Negative List for Foreign Investment Admission” is interpreted by the National Development and Reform Commission and the Ministry of Commerce in conjunction with relevant departments.
11.The “Negative List for Foreign Investment Admission (2021 Edition)” issued by the National Development and Reform Commission and the Ministry of Commerce on December 27, 2021, shall be repealed as of November 1, 2024.
Foreign Investment Special Management Measures (Negative List) (2024 Edition)
| No. | Special Administrative Measures |
| I. Agriculture, Forestry, Animal Husbandry, and Fishery | |
| 1 | The shareholding ratio of the Chinese party in the breeding of new wheat varieties and seed production shall not be less than 34%. Corn breeding and seed production must be controlled by the Chinese party. |
| 2 | Investment in the research and development, breeding, planting, and production of China’s rare and unique precious species and their related breeding materials (including superior genes of agriculture, animal husbandry, and aquaculture) is prohibited. |
| 3 | Investment in the breeding of genetically modified crop varieties, livestock and poultry breeds, and aquatic fingerlings, as well as their genetically modified seeds (fingerlings), is prohibited. |
| 4 | Investment in the fishing of aquatic products in China’s jurisdictional waters and inland waters is prohibited. |
| II.Mining | |
| 5 | Investment in the exploration, mining, and beneficiation of rare earth, radioactive minerals, and tungsten is prohibited. |
| III.Electricity, Heating, Gas, and Water Production and Supply | |
| 6 | The construction and operation of nuclear power plants must be controlled by the Chinese party. |
| IV. Wholesale and Retail | |
| 7 | Investment in the wholesale and retail of tobacco leaves, cigarettes, reconstituted tobacco leaves, and other tobacco products is prohibited. |
| V. Transportation, Warehousing, and Postal Services | |
| 8 | Domestic water transportation companies must be controlled by the Chinese party. |
| 9 | Public air transportation companies must be controlled by the Chinese party. The investment ratio of a single foreign investor and its affiliated enterprises must not exceed 25%, and the legal representative must be a Chinese citizen. For general aviation companies, the legal representative must be a Chinese citizen, and in agriculture, forestry, and fishery general aviation companies, the investment is limited to joint ventures; other general aviation companies are limited to Chinese-controlled entities. |
| 10 | The construction and operation of civilian airports must be relatively controlled by the Chinese party. Foreign parties are not allowed to participate in the construction or operation of airport control towers. |
| 11 | Investment in postal companies and domestic express mail services is prohibited. |
| VI. Information Transmission, Software, and Information Technology Services | |
| 12 | Telecommunications companies: limited to the telecommunications services that China committed to opening up upon joining the WTO. The foreign investment ratio in value-added telecommunications services must not exceed 50% (excluding e-commerce, domestic multi-party communication, store-and-forward services, and call centers), and the basic telecommunications business must be controlled by the Chinese party. |
| 13 | Investment in internet news information services, online publishing services, online audiovisual program services, internet culture business (excluding music), and internet public information release services is prohibited (excluding content that China has committed to opening up in its WTO commitments). |
| VII.Leasing and Business Services | |
| 14 | Investment in Chinese legal affairs (except providing information about the Chinese legal environment) is prohibited. Foreign investors cannot become partners in domestic law firms. |
| 15 | Market research is limited to joint ventures, and radio and television listening and viewing surveys must be controlled by the Chinese party. |
| 16 | Investment in social surveys is prohibited. |
| VIII. Scientific Research and Technical Services | |
| 17 | Investment in the development and application of human stem cells, gene diagnosis, and treatment technologies is prohibited. |
| 18 | Investment in humanities and social science research institutions is prohibited. |
| 19 | Investment in geodetic surveying, marine surveying, aerial photography, mobile ground surveying, administrative boundary surveying, topographic maps, world political maps, national political maps, provincial and lower-level political maps, national teaching maps, local teaching maps, true 3D maps, and navigation electronic maps production is prohibited, along with regional geological mapping, mineral geology, geophysics, geochemistry, hydrogeology, environmental geology, geological disaster, and remote sensing geology investigations (work within the scope of mineral rights by mineral rights holders is not subject to this special management measure). |
| IX. Education | |
| 20 | Pre-school, ordinary high school, and higher education institutions are limited to Sino-foreign cooperative education and must be dominated by the Chinese party (the principal or main administrative officer must have Chinese nationality, and no less than half of the board of directors, board of trustees, or joint management committee members must be Chinese). |
| 21 | Investment in compulsory education institutions and religious education institutions is prohibited. |
| X. Health and Social Work | |
| 22 | Medical institutions are limited to joint ventures. |
| XI.Culture, Sports, and Entertainment | |
| 23 | Investment in news agencies (including but not limited to news agencies) is prohibited. |
| 24 | Investment in the editing, publication, and production of books, newspapers, periodicals, audiovisual products, and electronic publications is prohibited. |
| 25 | Investment in broadcasting stations, TV stations, broadcasting channels (frequencies), and broadcasting and television transmission coverage networks (transmitting stations, relay stations, broadcast television satellites, satellite uplink stations, satellite receiving stations, microwave stations, monitoring stations, and cable broadcast television transmission coverage networks) is prohibited, along with engagement in broadcasting and television video-on-demand services and satellite television broadcast ground receiving facility installation services. |
| 26 | Investment in companies that produce and operate radio and television programs (including import business) is prohibited. |
| 27 | Investment in film production companies, distribution companies, cinema chains, and film import businesses is prohibited. |
| 28 | Investment in auction companies, cultural relic shops, and state-owned cultural relic museums engaged in cultural relic auctions is prohibited. |
| 29 | Investment in performing arts troupes is prohibited. |
