Diligence & transaction protocol · 06 Editorial guide
China FDI Diligence and Transaction Protocol
Clean-room, site visit, SPA condition and evidence protocol around screening.
First job Align diligence access with the gates that still have to clear.
Direct answer
What this page decides
01
This page owns how the deal team behaves while gates are open: what can be seen, by whom, in China vs offshore, and how CPs are drafted. Antitrust clean teams stay on the merger L4. PIPL transfers stay on Data. Anti-espionage and state-secrets limits are real constraints — do not treat a US VDR playbook as sufficient.
At a glance
Which fact changes the next route
Use the fact that changes ownership or urgency to decide the next move.
| Question | Why it matters | Next route |
|---|---|---|
| SAMR standstill? | Gun-jumping. | Antitrust merger L4. |
| HR data offshore? | PIPL. | Data hub. |
Scope
What this page owns — and what it does not
Practical workflow
Action, evidence, legal gate, output
| Action | Documents / evidence | Legal gate | Output |
|---|---|---|---|
| Write access rules | Who, where, what | Clean team if needed | Protocol |
| Keep a China-side room | Sensitive files | Export analysis | Onshore review |
| Align SPA | CPs, cooperation covenants | No implementation | Paper that matches reality |
Documents
What to gather before the next call
These items help clarify the file; they are not a legal requirement list.
| Item | Why needed | Who holds it | Risk if missing |
|---|---|---|---|
| Protocol and visitor log | What was shown | Both | Uncontrolled dump |
| CP schedule | Gates | M&A | Close too early |
Common failure points
Where files usually break
Emailing the full HR roster to a US inbox ‘for the IC memo’.
FAQ
Narrow follow-ups owned by this page
Can we do site visits?
Yes with a protocol. Some inspections and data rooms need counsel on anti-espionage and sector rules.
Curated resources
Open the asset that matches this job.
China FDI closing readiness
National decision desk for market access, NSR, merger control and diligence. This remains the long-form owner.
Diligence safe-room protocol
Deal-protocol and diligence constraints on the national desk.
Corporate & M&A practice hub
Deal structure, diligence, documents and closing sit beside FDI gates.
Counsel hand-off
What to bring when you instruct
Instruct FDI and M&A counsel. Bring: VDR plan, visitor list, and draft CPs.
Local context
Add the city only when it changes implementation.
Local filing windows can matter after the national gate list is clear.
Open city and province guidesCounsel hand-off
Need FDI counsel?
This hub organises gates. It does not decide clearance on your facts.
Find investment counselLegal review
Who reviewed this guide
Need qualified counsel?
Move carefully. Move with a record.
Use the portal to identify counsel for this practice and related China-side issues.