NDRC Bans Foreign Acquisition of Manus Project, Orders Deal Reversal

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The Office of the Inter-Ministerial Joint Conference on Foreign Investment Security Review (National Development and Reform Commission) has made a decision in accordance with the law to prohibit foreign investment in the Manus acquisition project, requiring the parties involved to revoke the acquisition transaction.

Related reports have been suspended for touching red lines; Meta's multi-billion-dollar acquisition of Manus has been rejected.

On April 27, Beijing time, the Office of the Inter-Ministerial Joint Conference on Foreign Investment Security Review (National Development and Reform Commission) issued the "Decision on Security Review of Foreign Acquisition of Manus Project," making a decision in accordance with the law to prohibit foreign investment in the Manus acquisition project and requiring the parties involved to revoke the acquisition transaction.

As of the time of publication, Manus has not yet issued a response.

The related events began on December 30, 2025, when Manus officially announced that "Manus is about to join Meta." The acquisition price of several billion dollars made it the third-largest acquisition in Meta's history.

However, the procedural and legal loopholes associated with this acquisition have caused it to touch China's red lines for foreign investment security review. On January 8, 2026, He Yandong, spokesperson for the Ministry of Commerce, responded to questions regarding the review of Meta's acquisition of Manus, stating that the Chinese government has always supported enterprises in conducting mutually beneficial cross-border operations and international technology cooperation in accordance with the law. It should be noted that enterprises engaging in outbound investment, technology exports, data出境, cross-border mergers and acquisitions, and other activities must comply with Chinese laws and regulations and fulfill statutory procedures. The Ministry of Commerce will, together with relevant departments, conduct an assessment and investigation into the consistency of this acquisition with relevant laws and regulations on export controls, technology imports and exports, and outbound investment.

From a legal perspective, Liu Anbang, partner at DeHeng Law Offices, analyzed for Yicai reporters that the key issue is whether Manus's core AI technology falls under the "Catalog of Technologies Prohibited and Restricted from Export from China," particularly the control points related to "information processing technology" in the revised version of July 2025. The risk in technology exports lies in whether core technologies developed in China (such as AI agent components and algorithms), if not accompanied by an export license, have been effectively transferred to foreign companies (including companies in Singapore or Meta) through personnel transfers, code sharing, or business migration. If so, this may directly violate regulations requiring licensing for the export of such technologies.

Secondly, Manus's products were trained using a large amount of data from within China. If such data contains personal information of Chinese residents, the transfer of products and technologies to foreign companies may also raise compliance issues related to data出境.

Xia Bikang, partner at Yingli Law Firm, told reporters that strictly speaking, Manus may have already touched the red line of technology export controls when it reincorporated in Singapore, and Meta's massive acquisition merely acted as a "magnifying glass" that brought this hidden risk into the spotlight. The deeper logic behind the regulatory action lies in correcting policy orientation—facing high-profile public opinion, regulators also need to demonstrate their stance, clarify regulatory positions and policy directions, and avoid creating implicit incentives for potentially improper behavior.

Xia Bikang stated that this review is not only about clarifying the compliance of an individual case but also about further improving the construction of relevant compliance systems and enforcement standards, blocking channels for the loss of core technological assets, and establishing state sovereignty and guiding authority over the cross-border flow of high-value technology innovation enterprises.

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(Source: National Development and Reform Commission)