Foreign Investment Negative List: Access Rules for Offshore Investors in China Sectors
As of 4 October 2026, the national Foreign Investment Negative List edition that can be verified from official sources is the 2024 edition. NDRC and MOFCOM Order No. 23, promulgated on 6 September 2024 and released on 8 September, took effect on 1 November 2024. It contains 29 national measures, reduced from 31, and repealed the 2021 edition. This is a short negative list, not a general catalogue of sectors requiring case-by-case foreign-investment licensing. Article 1 of the 2024 Negative List provides that fields outside it are administered on a national-treatment basis, while the separate Market Access Negative List applies to domestic and foreign investors alike.
How the two negative lists operate
The Market Access Negative List and the Foreign Investment Negative List answer different questions. The former governs whether an activity may be undertaken in China and binds domestic and foreign investors alike. The latter governs the foreign-investment side: whether an overseas investor may invest and what equity, senior-management or prohibition conditions apply. It is therefore an entity-level investment restriction, not a substitute for market-access law.
National treatment outside the foreign-investment list does not erase other regulatory requirements. Article 8 of the 2024 Negative List preserves existing administrative-approval, qualification and national-security measures, together with existing provisions for culture, finance and other fields not listed. Article 9 preserves more favourable treatment under CEPA and its successor agreements, the Macau CEPA, the Cross-Strait Economic Cooperation Framework Agreement, and treaties or agreements China has concluded or joined. Free trade zones may also offer more favourable opening measures to qualifying investors.
Sector restrictions relevant to offshore-facing companies
- Telecommunications and value-added telecommunications. Item 12 of the 2024 Negative List limits telecommunications companies to “telecommunications business opened under China’s WTO accession commitments.” It provides that “foreign equity in value-added telecommunications business may not exceed 50%,” with e-commerce, domestic multi-party communication, storage-and-forward, and call-centre services excluded from that measure. The same item provides that “basic telecommunications business must be Chinese-controlled.” The stated exclusions concern the 50% equity measure; Article 8 still preserves other applicable approvals and qualifications.
- Internet news, online publishing and audio-visual services. Item 13 of the 2024 Negative List prohibits foreign investment in “internet news information services,” “online publishing services,” “online audio-visual programme services,” and “internet cultural operation” other than music. It also prohibits “internet public information publishing services,” except for content already opened under China’s WTO accession commitments. The relevant conditions are therefore prohibition and ownership control, not merely a licensing requirement.
- Education. Items 20 and 21 of the 2024 Negative List provide that preschool, regular senior secondary and higher education institutions are limited to Sino-foreign cooperative education and must be “Chinese-led.” The principal or chief administrative officer must be a Chinese national, and Chinese members of the governing board must account for not less than one half. Compulsory education institutions and religious education institutions are prohibited.
- Healthcare. Item 22 of the 2024 Negative List provides that “medical institutions are limited to joint ventures.” It does not state a separate foreign-equity percentage for this measure.
- Culture and media. Items 23 through 29 of the 2024 Negative List prohibit foreign investment in news agencies; the editing, publishing and production of books, newspapers, periodicals, audio-visual products and electronic publications; radio and television stations, channels, transmission networks, video-on-demand and satellite reception installation; radio and television programme production and distribution businesses, including imported programmes; film production, distribution, cinema chains and film import; cultural relic auction houses, cultural relic shops and state-owned cultural relic museums; and performing arts troupes. These are prohibitions on the listed investment activities, not ownership ceilings.
- Mining. The 2024 Negative List prohibits foreign investment in the exploration, mining and mineral processing of rare earth, radioactive minerals and tungsten.
- Water transport. Domestic water transport companies must be Chinese-controlled under the transport measures in the 2024 Negative List.
- Air transport and aviation. Public air transport companies must be Chinese-controlled. One foreign investor and its affiliates may not exceed 25%, and the legal representative must be a Chinese national. For general aviation, the legal representative must be a Chinese national; agricultural, forestry and fishery general aviation companies are limited to joint ventures, while other general aviation companies are limited to Chinese-controlled enterprises. Civil airport construction and operation must be “relatively Chinese-controlled,” and foreign parties may not build or operate airport control towers.
Investor-side prohibitions and refusal procedure
Article 2 of the 2024 Negative List separately restricts the organizational form an overseas investor may use. An overseas investor may not act as the investor in an individual industrial and commercial household, a sole proprietorship, or a farmer professional cooperative. Article 3 provides that a foreign-invested enterprise investing within China must also comply with the negative list.
Where an overseas investor proposes to invest in a listed field without meeting its conditions, Article 4 of the 2024 Negative List creates a mandatory refusal rule. The competent authority must refuse to handle the relevant licence application, enterprise registration, or fixed-asset investment project approval. This is not a discretionary power to approve an otherwise non-compliant investment.
For a field carrying an equity requirement, the same article states that a foreign-invested partnership enterprise may not be used as a workaround. The investor therefore cannot remove an equity restriction simply by placing the investment through a partnership structure. Article 5 provides a separate route by which a specific foreign investment may be exempted from the relevant listed provisions upon approval by the relevant State Council authority and the State Council itself.
A domestic company in a prohibited field listing overseas
Article 6 of the 2024 Negative List addresses a distinct situation: a domestic company engaged in business prohibited by the negative list that issues shares and lists overseas. Such a company must first obtain review and approval from the relevant State Council authority. Approval is therefore a prerequisite to the overseas listing structure, rather than a consequence of completing it.
Even after that approval, foreign investors may not participate in the company’s business management. Its shareholding ratio is governed by the separate rules on overseas securities investment by foreign investors, rather than by Article 6 itself. The provision applies specifically to a domestic company in a prohibited field; it should not be converted into a general approval route for companies in merely equity-restricted or management-restricted activities.
Official direction of travel
The NDRC’s official Q&A on the 2024 edition states that the Third Plenum of the 20th CPC Central Committee directs an orderly expansion of opening in telecommunications, internet, education, culture and healthcare. The Q&A records that opening pilot work in value-added telecommunications was launched during 2024 and was to be conducted through free trade zones and free trade ports. Those pilot statements do not themselves identify a replacement national negative-list edition.
The NDRC also said it was studying a revision of the Catalogue of Industries Encouraged for Foreign Investment to add service-sector entries. NDRC and MOFCOM Order No. 37 of 15 December 2025 subsequently published the Catalogue of Industries Encouraged for Foreign Investment (2025 Edition). It took effect on 1 February 2026 and repealed the 2022 edition on the same date.
The encouraged catalogue is the policy-direction counterpart to the restrictive negative list, but the two documents serve different functions. As of 4 October 2026, the verifiable national negative-list edition remains the 2024 edition; the 2025 encouraged catalogue did not create a verified 2026 national negative list.
Frequently Asked Questions
Does “29 measures” mean that only 29 whole sectors are regulated?
No. The official count is 29 national measures, not 29 sectors. One measure may group several activities and impose different ownership, management or prohibition conditions.
Did the 2024 revision leave any foreign-investment restrictions in manufacturing?
No. The NDRC says it deleted the last two manufacturing measures: “publication printing must be Chinese-controlled” and the measure covering steaming, stir-frying, roasting and calcining technologies for Chinese herbal decoction pieces and products made from confidential Chinese medicine prescriptions. It therefore describes foreign-investment restrictions in manufacturing as fully cleared.
What did the earlier negative-list revisions achieve?
The NDRC states that the national list was revised in each of the five years from 2017 to 2021, reducing its measures from 93 to 31. Over the same sequence, the free-trade-zone list fell from 122 measures to 27.
Did the 2024 value-added telecommunications pilots replace the national restriction?
No. The NDRC Q&A records pilots launched in 2024 through free trade zones and free trade ports; it does not identify a new national negative-list edition. As of 4 October 2026, the nationally verifiable edition remains the 2024 edition.
Does the encouraged catalogue effective in 2026 replace the foreign-investment negative list?
No. Order No. 37 concerns industries encouraged for foreign investment, while Order No. 23 contains national access restrictions. The encouraged catalogue took effect on 1 February 2026, but that change did not replace the verifiable 2024 national negative list.