Special Administrative Measures (Negative List) for Foreign Investment Access (Edition 2024)
Promulgation Authorities: National Development and Reform Commission, Ministry of Commerce, Decree No. 23 of the National Development and Reform Commission and the Ministry of Commerce
Release Date: 2024-09-06
Effective on: 2024-11-01
Chinese Name: 外商投资准入特别管理措施（负面清单）（2024年版）
Source: https://www.gov.cn/zhengce/202409/content_6973047.htm
Decree No. 23 of the National Development and Reform Commission and the Ministry of Commerce
The Special Administrative Measures (Negative List) for Foreign Investment Access (Edition 2024), adopted upon deliberation at the 10th executive meeting of the National Development and Reform Commission and reviewed and signed by the Ministry of Commerce on April 8, 2024, and approved by the CPC Central Committee and the State Council, are hereby promulgated, effective November 1, 2024.
Zheng Shanjie, Director of the National Development and Reform Commission
Wang Wentao, Minister of the Ministry of Commerce
Notes to the Special Administrative Measures (Negative List) for Foreign Investment Access (Edition 2024)
I. The Special Administrative Measures (Negative List) for Foreign Investment Access (hereinafter referred to as the Negative List for Foreign Investment Access) sets out on a unified basis the special administrative measures regarding equity and senior management personnel requirements for foreign investment access, etc. Fields not covered in the Negative List for Foreign Investment Access shall be subject to administration pursuant to the principle of equal treatment for domestic and foreign investments. The relevant provisions of the Negative List for Market Access shall apply to both domestic and foreign investors uniformly.
II. No overseas investor may engage in investment and business activities in the capacity of an individually-owned business, an investor of a sole proprietorship enterprise, or a member of a specialized farmers’ cooperative.
III. To invest within the territory of China, a foreign-invested enterprise shall comply with the relevant provisions of the Negative List for Foreign Investment Access.
IV. When performing duties pursuant to the law, the relevant competent authorities shall not process license applications, enterprise registration or any other relevant matters for an overseas investor proposing to invest in a field covered by the Negative List for Foreign Investment Access but not in compliance with the provisions of the Negative List for Foreign Investment Access; the relevant competent authorities shall not process relevant approval matters where approval for a fixed asset investment project is involved. No foreign-invested partnership may be established in any investment field subject to equity requirements.
V. Upon review by the relevant competent department of the State Council and approval by the State Council, the provisions of the Negative List for Foreign Investment Access in the relevant fields may not apply to specific foreign investments.
VI. Where a domestic enterprise engaging in investment in fields prohibited by the Negative List for Foreign Investment Access intends to issue shares overseas and list and trade such shares overseas, it shall obtain the approval of the relevant competent department of the State. Overseas investors shall not participate in the operation and management of the enterprises, and their shareholding ratio shall be subject mutatis mutandis to the relevant provisions on administration of domestic securities investment by overseas investors.
VII. Where a domestic company, enterprise or natural person mergers or acquires another affiliated domestic company through a company legally established or controlled overseas thereby, the relevant provisions on foreign investment, overseas investment, foreign exchange administration, etc. shall apply.
VIII. Relevant measures for administrative approval, qualification criteria, national security, etc. in the cultural, financial and other fields not included in the Negative List for Foreign Investment Access shall be handled pursuant to the prevailing provisions.
IX. Where the Mainland and Hong Kong Closer Economic Partnership Arrangement and its follow-up agreements, the Mainland and Macau Closer Economic Partnership Arrangement and its follow-up agreements, the Cross-Straits Economic Cooperation Framework Agreement and its follow-up agreements, or any international conventions or treaties concluded or acceded to by China contain more preferential provisions on treatment of access for overseas investors, the relevant provisions shall apply. If more preferential opening-up measures are offered to eligible investors in special economic zones such as pilot free trade zones, those relevant provisions shall apply.
X. The Negative List for Foreign Investment Access shall be interpreted by the National Development and Reform Commission and the Ministry of Commerce in concert with the relevant departments.
XI. The Negative List for Foreign Investment Access (2021 Edition) promulgated by the National Development and Reform Commission and the Ministry of Commerce on December 27, 2021 shall be repealed as of November 1, 2024.
Special Administrative Measures (Negative List) for Foreign Investment Access (Edition 2024)
| No. | Special Administrative Measures |
| I. Agriculture, Forestry, Animal Husbandry and Fishery | |
| 1 | The Chinese party shall hold at least 34% shares in the selection and breeding of new varieties of wheat and the production of wheat seeds, and the Chinese party shall hold the controlling share in the selection and breeding of new varieties of corn and the production of corn seeds. |
| 2 | It is prohibited to invest in research and development, cultivation and plantation of rare, unique and precious quality varieties in China, as well as manufacturing of the relevant reproductive materials (including quality genes of planting, animal husbandry and aquaculture). |
| 3 | It is prohibited to invest in the variety breeding of genetically modified crop seeds, breeding livestock and poultry, and aquatic fingerlings, as well as the production of genetically modified seeds (seedlings). |
| 4 | It is prohibited to invest in the fishing of aquatic products in marine areas and inland waters under the jurisdiction of China. |
| II . Mining | |
| 5 | It is prohibited to invest in the exploration, mining and beneficiation of rare earth, radioactive minerals, and tungsten. |
| III. Production and Supply of Electricity, Heat, Gas and Water | |
| 6 | The construction and operation of nuclear power plants must be controlled by the Chinese investors. |
| IV. Wholesale and Retail | |
| 7 | It is prohibited to invest in the wholesale and retail of tobacco, cigarettes, redried leaf tobacco and other tobacco products. |
| V. Transportation, Warehousing and Postal Services | |
| 8 | Domestic water transport companies must be controlled by the Chinese investors. |
| 9 | Public air transport companies must be controlled by the Chinese investors, and the investment ratio of a foreign investor and its affiliates shall not exceed 25%. The legal representative must be a citizen of Chinese nationality. The legal representative of a general aviation company must be a citizen of Chinese nationality; in particular, the general aviation companies for agriculture, forestry and fishery industries shall be limited to joint ventures, and the controlling share of other general aviation companies shall be held by Chinese investors. |
| 10 | Chinese investors shall have a relative controlling share in the construction and operation of civil airports. Foreign investors shall not participate in the construction and operation of air traffic control tower. |
| 11 | It is prohibited to invest in postal companies and domestic express delivery services. |
| VI. Information Transmission, Software and Information Technology Services | |
| 12 | Telecommunications companies: Foreign investors shall be limited to telecommunications services opened up pursuant to China’s WTO commitments, and the shareholding ratio for foreign investment in value-added telecommunications services (excluding e-commerce, domestic multi-party communications, store-and-forward, and call centers) shall not exceed 50%. Basic telecommunications services shall be controlled by Chinese investors. |
| 13 | It is prohibited to invest in Internet news and information services, Internet publishing services, Internet audio-visual program services, Internet culture operation (except for music) and Internet public information services (except for the contents that has been opened up pursuant to China’s WTO commitments). |
| VII. Leasing and Commercial Services | |
| 14 | It is prohibited to invest in Chinese legal services (except for providing information on the impact of Chinese legal environment). No foreign investor may become a partner in a Chinese law firm. |
| 15 | Market surveys shall be limited to joint ventures, and radio and television listening rating surveys must be controlled by Chinese investors. |
| 16 | It is prohibited to invest in social surveys. |
| VIII. Scientific Research and Technical Services | |
| 17 | It is prohibited to invest in the development and application of human stem cells, genetic diagnosis and treatment technologies. |
| 18 | It is prohibited to invest in humanities and social science research institutes. |
| 19 | It is prohibited to invest in geodetic surveying, marine charting, aerial photography for surveying and mapping, ground motion measurement, and surveying and mapping of administrative boundaries, compilation of topographic maps, maps of world administrative regions, maps of Chinese administrative regions, and administrative maps at the provincial level and below, national teaching maps, local teaching maps, real three-dimensional maps and electronic maps for navigation, regional geological mapping, mineral geological surveys, geophysical and geochemical surveys, and studies of hydrogeology, environmental geology, geological disasters, and remote sensing geology and other surveys (the mining right holders are not subject to such special administrative measures in carrying out work within the scope of their mining rights). |
| IX. Education | |
| 20 | Pre-school education institutions, regular high schools and higher education institutions shall be limited in form to Sino-foreign cooperative education, which must be dominated by Chinese investors (the principal or chief administrative person-in-charge shall have Chinese nationality, while no less than half of the Council, board of directors or joint administrative committee shall be Chinese members). |
| 21 | It is prohibited to invest in compulsory education institutions or religious education institutions. |
| X. Health and Social Work | |
| 22 | Medical institutions shall be limited to the form of joint ventures. |
| XI. Cultural, Sports and Entertainment | |
| 23 | It is prohibited to invest in news institutions (including but not limited to news agencies). |
| 24 | It is prohibited to invest in the editing, publishing and production of books, newspapers, periodicals, audio-visual products and electronic publications. |
| 25 | It is prohibited to invest in radio stations, television stations, radio and television channels (frequencies), radio and television transmission and coverage networks (transmission stations, relay stations, radio and television satellites, satellite uplink stations, satellite retransmission stations, microwave stations, monitoring stations and cable radio and television transmission and coverage networks, etc.) at all levels. It is also prohibited to engage in services for on-demand radio and television services and the installation of ground receiving facilities for satellite television broadcasting. |
| 26 | It is prohibited to invest in the production and operation of radio and television programs (including importation). |
| 27 | It is prohibited to invest in movie production companies, distribution companies, cinema companies and movie importation business. |
| 28 | It is prohibited to invest in the auction companies for cultural relics, cultural relics stores and State-owned cultural relics museums. |
| 29 | It is prohibited to invest in performing arts groups. |