2025.02.24

美东时间月日，白宫网站发布"美国第一"投资政策备忘录（下称"备忘录"），宣布将调整美投资政策，重点进一步限制与中国的双向投资。月日晚，商务部新闻发言人对此表示，中方注意到有关情况。美方做法泛化国家安全概念，具有歧视性，是典型的非市场做法，严重影响两国企业正常经贸合作。

How should we interpret the memorandum recently issued by the U.S.? What impact does the content of this memorandum have on Chinese concept stocks? How should Chinese companies planning to go to the U.S. respond in the future?

During an interview with CBN, Guan Jian, a partner at Beijing Guangwen Law Firm, stated that these policies are not legislation but more like policy guidelines or directions, consistent with previously issued trade policies. He explained that while the White House has announced its intentions, the specifics of implementation require further study by various departments. This may involve legislative amendments or the invocation of other legal tools, such as the use of the International Emergency Economic Powers Act.

"整体上，这更像是一个宏观的投资政策规划，指引未来各个部门，特别是美国财政部下外资投资委员会（）的政策方向，可能会根据这个规划出台具体的细则和政策，比如设置盟国的'快速通道'程序，甚至可能会修改程序或发布新的指南。"他说。

The key to whether it can be executed lies in the permissions.

The U.S. has announced adjustments to its investment policies, which include increased restrictions. For instance, regarding investments in the U.S., the memorandum mentions limitations in sectors such as semiconductors, artificial intelligence, quantum computing, biotechnology, hypersonic technology, aerospace, and advanced manufacturing.

The spokesperson for the Ministry of Commerce stated that regarding Chinese investments in the United States, the U.S. has intensified security reviews targeting Chinese investments, which will severely undermine the confidence of Chinese enterprises in investing in the U.S. It is hoped that the U.S. will provide a fair, transparent, stable, and predictable business environment for Chinese enterprises investing in the U.S.

在美企对华投资方面，美方则提到，"将审查是否暂停或终止年《美中所得税协定》".商务部新闻发言人表示，在美对华投资方面，美方将进一步采取更多限制措施，这是非常不合理的。有关措施一旦落地，会进一步扭曲两国投资往来，对美自身也没有好处。很多美国商协会和企业已经提出，美对华投资限制将导致美国企业将中国市场让给其他竞争对手。

Regarding the implementation of the aforementioned ideas, the provisions state that the U.S. Secretary of the Treasury should consult with the Secretary of State, the Secretary of Defense, the Secretary of Commerce, the U.S. Trade Representative, and other relevant agencies. In accordance with their authority, they should take actions, including the formulation of rules and regulations, to support the powers granted to the President by the International Emergency Economic Powers Act, Section 303 of the Defense Production Act of 1950, and other laws, in order to fulfill the purposes of this memorandum.

管健对第一财经记者表示："的确赋予了总统极大的权力。在特朗普第一任总统时期，美国国会曾对的权力范围表示过担忧，认为它可能过于宽泛。但现在，似乎没有人再提出异议了。的授权确实强大，可以让总统采取几乎无限制行动，甚至在没有国会支持的情况下，也能够采取措施。"

Specifically, this agency is the specialized department in the United States responsible for managing foreign investments, functioning as an interdepartmental body. Its office is located within the U.S. Department of the Treasury, which also serves as the chair unit overseeing the overall coordination. In recent years, it has continuously expanded its authority and increased its scrutiny efforts.

Guan Jian stated that the U.S. President is granted very broad powers, which can directly influence policy implementation. Essentially, with authorization, actions in almost all areas can be covered.

How to affect China Stock Exchange

This time, according to the memorandum, in order to protect the savings of American investors and channel them towards U.S. growth and prosperity, the current administration will also identify the "Holding Foreign Companies Accountable Act," covering whether companies have adhered to adequate financial auditing standards; review the variable interest entity (VIE) and subsidiary structures used by foreign adversary companies for trading on U.S. exchanges—structures that limit the ownership and protection of American investors—and examine allegations of fraud by these companies. Currently, some Chinese concept stocks adopt the VIE structure to list in the U.S.

Guan Jian told the First Financial reporter that Chinese concept stocks, especially companies involved in core technology sectors, may face stricter scrutiny in the future, particularly those associated with sensitive areas. The listing and investment of these companies will be subject to greater restrictions.

Guan Jian stated that issues involving the audit of Chinese concept stocks could indeed be addressed through the existing legal framework, as it authorizes the president to take extensive actions under specific circumstances.

同时，备忘录还提及，将审查是否暂停或终止年《美中所得税协定》。管健对此表示格外担忧。他称："如果税收协议被取消，影响不仅仅局限于某些敏感行业投资，而是可能波及多个领域。我并不完全清楚这些政策背后的具体目标，但如果美国确实取消了税收协议，那么将会对中美之间的投资流动产生深远影响。特别是对于在中国投资的美国企业来说，可能会面临双重税收的负担，进而影响其投资决策。"

How to respond to Chinese companies going to the United States

面对该备忘录，中企未来将如何继续对美国市场的投资？管健认为，只要法律允许，中国企业仍应积极参与美国市场。"放弃投资和上市可能会使企业错失更好的机会，未来的环境可能更加严峻。尽管美国政府政策的基调是针对涉及国家安全领域的投资进行严格审查，但非安全领域的投资仍然值得考虑。只要不触犯相关规定，中国企业应该继续积极参与美国市场。"

He stated that the cooperation platform between China and the United States in the economic and trade sectors remains very important. However, the current policy atmosphere in the United States is not favorable, and future interactions between the two countries may become more complex.

而对于美国目前对"国家安全"定义过于宽泛的问题，管健表示，在新兴技术领域，企业面临的合规压力的确较大，如果政策涉及的领域较为模糊，可能会给企业带来较大的不确定性。不过，根据他近期的实际经验，针对一些非敏感领域的投资，如果与当前关注的核心技术无关，企业的投资应该不会受到太大影响。例如，光伏产品和玻璃产品等民生商品，通常与安全领域无关，投资和往来可能不会受到过多限制。

This time, the spokesperson for the Ministry of Commerce stated that China urges the United States to abide by international investment and trade rules, respect the laws of the market economy, and cease politicizing and weaponizing economic and trade issues. China will closely monitor the actions of the United States and take necessary measures to defend its legitimate rights and interests.

Guan Jian further added that in the current complex international environment, China could consider initiating an investment barriers investigation in response to U.S. investment restrictions. He noted that China's "Rules on Foreign Trade Barriers Investigation" already mention that if investment barriers are involved, such rules can serve as a reference for investigation. Through this form of investigation, China could further observe shifts in U.S. policies and, if necessary, exert influence through unilateral measures.