Direct answer: Map whether the target owns, operates, or has privileged access to infrastructure-class assets; then test actual control / material influence and run parallel SAMR, data and export screens before SPA long-stop drafting.
Scope
For deal teams evaluating acquisitions, JVs or greenfield projects that touch infrastructure operators, EPC/suppliers with privileged site access, SCADA/OT systems, or essential service networks in China.
- Sector / asset focus: Critical infrastructure and adjacent suppliers (energy, transport, communications, water, and similar systems — confirm list definitions in primary texts)
- Investment forms in view: greenfield, equity M&A, asset deals, JVs, minority with governance rights
- Not covered here: outbound Chinese ODI; pure domestic Chinese deals without foreign investor
Trigger tests (screen, do not self-clear)
| Test | What to collect | Escalate when |
|---|---|---|
| Market access | Negative-list line; ownership caps; licence class | Restricted / prohibited / hybrid scope |
| NSR path | Sensitive field/asset + actual control / material influence | Control rights, key tech/data access, infra adjacency |
| Parallel gates | SAMR turnover; data/export overlays | Any “unknown” that blocks long-stop design |
Adjacency alone is not a mechanical filing trigger — but site access, OT data, and operational control rights are high-signal facts for counsel.
Official sources (verify current edition)
- Foreign Investment Law (FIL) — access framework
- Measures on Security Review of Foreign Investment (NDRC/MOFCOM; effective 18 Jan 2021) — control tests, 15/30/60 working-day stages, no-implementation rule
- Foreign Investment Access Negative List — current edition; Chinese text prevails over unofficial English
- Sector regulators and infrastructure/security rules applicable to the specific asset class (confirm with counsel)
Translation policy: English is orientation unless issued as official.
Examples (hypothetical — not predictions)
- Supplier near a major port or grid node — issue-spot access rights and data from facility systems; output: “screen adjacency + access before SPA.”
- Minority stake with veto on expansion capex — control analysis required even below 50%.
Document checklist
- [ ] Sector line vs current negative list (CN edition + date)
- [ ] Asset map: sites, OT/SCADA, government customers, mapping layers, spare capacity
- [ ] Rights schedule: equity %, board, vetoes, tech/data access
- [ ] Parallel gate scores: NSR · SAMR · licence · data · export
- [ ] Diligence safe-room class (green / amber / red)
- [ ] Long-stop buffer using longest regulatory path
- [ ] Counsel handoff pack (see parent guide)
Related gates
- FDI Closing Readiness (parent)
- SAMR merger control
- Data privacy & cybersecurity
- Export control & sanctions
- Company formation
FAQ
Is a pure commercial supplier automatically outside NSR?
No. Privileged access, dual-use capability, or operational influence can still require screening.
Do we need both NSR and SAMR?
Possibly. They are separate regimes — design for the longer clock.