China M&A Due Diligence

Q: Where is export-control DD?

See /export-control-due-diligence-in-manda.

China M&A due diligence should test whether the target can legally operate, transfer the assets or shares being acquired, and deliver the licences, contracts, people, data and approvals assumed in the deal model. Export-control and compliance diligence should become separate workstreams when the target’s products, customers or third parties create those risks.

Open chops, licences, beneficial owners and regulatory gates early — a glossy CIM is not diligence.

China M&A diligence typically spans corporate registers, chops and authority, licences, material contracts, labour and social insurance, IP, tax and fapiao, litigation, data and PIPL, and foreign exchange. Deal-specific gates include the negative list, national-security review and merger control. Add specialist export-control and third-party compliance workstreams where the target’s activities require them, and test structure choice and closing filings separately.

The classification screen

4 questions before you choose the route.

This page identifies the right question and evidence. It does not determine the legal outcome on a reader’s facts.

Corporate authority and chops verified?

Who can sign.

Authority

Licence and negative-list fit?

Access.

Access

Labour/IP/tax red flags?

Ops.

Ops

NSR/merger/export-control screens?

Gates.

Gates

Working rule: China M&A diligence typically spans corporate registers, chops and authority, licences, material contracts, labour and social insurance, IP, tax and fapiao, litigation, data and PIPL, and foreign exchange.

What changes the answer

The signal ledger.

These facts move the question beyond a label and into a product, money-flow and control analysis.

Signal

Ask the operating question

Why it changes the route

US DD list paste only

Miss chops/licences.

Localise.

Skip UBO/control map

NSR/merger miss.

UBO page.

Ignore data room WeChat side deals

Hidden liabilities.

Ask.

Prepare before you escalate

Bring a compact evidence docket—not a pitch deck.

Give a compliance team or counsel the operating facts that reveal the perimeter.

01Register extracts and AOACorporate.

02Licence folderPermits.

03Gate screening memosNSR/merger.

Common confusions

Questions people ask before they build.

Short answers for orientation. The right result can change with the service model and current rules.

Is credit DD enough?

Counterparty credit checks help collections; M&A needs fuller legal DD.

Where is export-control DD?

Export control due diligence in manda.

Primary authorities

Reviewed sources support orientation, not a fact-specific assessment.

SAMR

NDRC / MOFCOM FDI & NSR channels

National laws database (NPC)

Company registration / SAMR enterprise systems

China M&A Due Diligence

Open chops, licences, beneficial owners and regulatory gates early — a glossy CIM is not diligence.

4 questions before you choose the route.

Corporate authority and chops verified?

Licence and negative-list fit?

Labour/IP/tax red flags?

NSR/merger/export-control screens?

The signal ledger.

Bring a compact evidence docket—not a pitch deck.

Questions people ask before they build.

Primary authorities

Choose the next resource for your issue.

Due diligence

Asset vs share deal

Corporate M&A related guide (live)

When the route needs a fact-specific deal file.