Direct answer: Confirm negative-list status first; then test control and asset criticality for NSR; layer sector licences and any export/sanctions exposure on commodities or dual-use equipment.
Scope
Greenfield projects, acquisitions and JVs in power, oil & gas midstream/downstream adjacency, mining-related processing, grain/oilseeds and cold-chain logistics with strategic characteristics.
- Sector / asset focus: Energy, natural resources, important agricultural products and related logistics capacity
- 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 |
Licence-before-operate is a classic failure mode — access analysis belongs before formation filings.
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 catalogues and licensing rules for energy/agri; encouraged catalogues do not override access bans
Translation policy: English is orientation unless issued as official.
Examples (hypothetical — not predictions)
- Restricted agri processing with foreign majority — access redesign, not NSR-only thinking.
- Energy storage JV with foreign tech + board control — access + control + tech access matrix.
Document checklist
- [ ] Sector line vs current negative list (CN edition + date)
- [ ] Asset map: capacity, offtake contracts, land-use, dual-use equipment, offtake data
- [ ] 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
- Negative list explainer
FAQ
Does “encouraged” catalogue mean open and no NSR?
Encouraged incentives do not override negative-list bans and do not waive security-review analysis.
Can we fix licensing after WFOE setup?
High risk. Access and licence fit belong before name reservation.