Direct answer: Inventory IP, source code, process know-how and personnel rights; run the actual-control matrix; score export-control and data gates in parallel with NSR.
Scope
M&A, minority investments and JVs where foreign parties obtain tech licences, joint R&D, source-code review or hire key technical staff in China.
- Sector / asset focus: Key technology, advanced manufacturing, dual-use adjacency, software/IP-heavy businesses
- 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 |
Tech-acquiring structures often need deeper NSR analysis than pure greenfield capacity expansions in open sectors.
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
- Export-control catalogues and dual-use rules; IP assignment / licence documents
Translation policy: English is orientation unless issued as official.
Examples (hypothetical — not predictions)
- Source-code escrow + board seat — elevated control/access facts.
- Greenfield plant outside the negative list — still check dual-use and local licences.
Document checklist
- [ ] Sector line vs current negative list (CN edition + date)
- [ ] Asset map: patents, trade secrets, source repos, process specs, key engineers
- [ ] 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
- IP law guide
FAQ
Does a patent licence alone force NSR filing?
Not automatically — combine sector, control and access facts. Do not self-clear from a licence label alone.
Where do export controls fit?
Separate regime. See the export-control hub and build both into diligence.