2024 年 11 月 1 日，中国颁布了《外商投资准入特别管理措施（负面清单）（2024 年版）》，废止了此前于 2021 年底公布的清单。
负面清单制度作为一种投资准入政策框架，已被全球广泛采用。该清单明确列出外资在中国境内被限制或禁止进入的行业和业务活动。对于未列入负面清单的领域和活动，国家承诺给予国内外投资者平等的待遇。
目前，中国实行全国版和自由贸易试验区（FTZ）版的外资准入负面清单。自2017年至2021年，中国定期修订负面清单，逐步减少限制措施，并在多个关键领域推出开放政策。2021年版的自贸试验区负面清单仍仅适用于自贸试验区，而2024年新版负面清单适用于全国。这一新版负面清单全面开放制造业，放宽新兴产业准入要求，进一步开放服务业，并探索绿色发展的新机遇，为全球投资者在中国的发展创造了更多前景。
2021年版与2024年版负面清单的主要差异
与 2021 年版相比，2024 年版全国外商投资准入负面清单取消了制造业领域的最后两项限制。这两项限制分别是”出版物印刷必须由中方控股 “和 “禁止外商投资应用蒸、炒、烤等中药加工工艺和中成药配方生产”。此次修订后，全国版负面清单上的限制项目从 31 项减少到 29 项，全面取消了制造业领域的所有外商投资限制。
以下是2024年版外资准入负面清单的英文版本，供参考。
Special Administrative Measures (Negative List) for Foreign Investment Access (Edition 2024)
I. Agriculture, Forestry, Animal Husbandry and Fishery
- The Chinese party is required to hold at least 34% of shares in the selection and breeding of new wheat varieties and the production of wheat seeds. Additionally, the Chinese party must hold the controlling share in the selection and breeding of new corn varieties and the production of corn seeds.
- Investing in research and development, cultivation, and plantation of rare, unique, and high-quality varieties is prohibited in China. This includes the manufacturing of relevant reproductive materials, such as quality genes for planting, animal husbandry, and aquaculture.
- Investing in breeding genetically modified crops, livestock, poultry, aquatic fingerlings, and producing genetically modified seeds is prohibited.
- Investing in fishing in China’s marine areas and inland waters is prohibited.
II. Mining
- Investment in the exploration, mining, and processing of rare earth, radioactive minerals, and tungsten is prohibited.
III. Production and Supply of Electricity, Heat, Gas and Water
- Chinese investors must control the construction and operation of nuclear power plants.
IV. Wholesale and Retail
- Investing in the wholesale and retail of tobacco products, such as cigarettes and leaf tobacco, is prohibited.
V. Transportation, Warehousing and Postal Services
- Domestic water transport companies must be controlled by the Chinese investors.
- Public air transport companies must be majority-owned by Chinese investors, with foreign investment capped at 25%. The legal representative must be a Chinese citizen. 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.
- Chinese investors must hold a controlling share in civil airport projects. Foreign investors are not allowed to participate in air traffic control tower construction or operation.
- Investing in postal companies and domestic express delivery services is strictly prohibited.
VI. Information Transmission, Software and Information Technology Services
- Foreign investors in telecommunications companies are restricted to services that China has committed to under its WTO obligations. For value-added telecommunications services (excluding e-commerce, domestic multi-party communications, store-and-forward, and call centers), the foreign investment shareholding ratio shall not exceed 50%. Basic telecommunications services must be controlled by Chinese investors.
- Investing 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 is prohibited, except for the contents that has been opened up pursuant to China’s WTO commitments.
VII. Leasing and Commercial Services
- Foreigners cannot invest in Chinese legal services or become partners in Chinese law firms, except for providing information on the Chinese legal environment.
- Market surveys must be conducted exclusively by joint ventures, while radio and television audience rating surveys are required to controlled by Chinese investors.
- Investing in social surveys is prohibited.
VIII. Scientific Research and Technical Services
- Investing in the development and application of human stem cells, genetic diagnosis, and treatment technologies is not allowed.
- Investing in humanities and social science research institutes is prohibited.
- Investment in the following activities is prohibited: 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. These restrictions do not apply to mining right holders conducting activities within the scope of their mining rights.
IX. Education
- Pre-school, high schools, and higher education institutions must operate as Sino-foreign cooperatives, with Chinese investors holding majority control. The principal or chief administrator must be Chinese, and at least half of the governing body must be Chinese members.
- Investing in compulsory or religious education institutions is prohibited.
X. Health and Social Work
- Medical institutions are required to operate as joint ventures.
XI. Cultural, Sports and Entertainment
- Investing in news institutions (including but not limited to news agencies) is not allowed.
- Investing in the editing, publishing and production of books, newspapers, periodicals, audio-visual products and electronic publications is prohibited.
- Investment in radio and TV stations, channels, transmission and coverage networks is prohibited. Additionally, providing on-demand radio and TV services or installing satellite TV ground receiving facilities is not allowed.
- Investing in producing and operating radio and television programs (including imports) is prohibited.
- Investing in movie production companies, distribution companies, cinema companies, and the movie importation business is not allowed.
- Investing in auction companies for cultural relics, cultural relics stores, and State-owned cultural relics museums is prohibited.
- Investing in performing arts groups is prohibited.
免责声明: 以上《外商投资准入特别管理措施（负面清单）（2024年版）》的英文翻译仅供参考。如英文翻译与中文原文有任何不一致之处，以中文原文为准。本文件不构成法律意见，用户应咨询专业顾问，以获得符合相关法规的全面指导和解读。
