
Loading summary
A
Foreign.
B
Welcome to Sharp China. I'm Andrew Sharp and you are listening to a free preview of today's episode.
A
Hello and welcome back to another episode of Sharp China. I'm Andrew Sharp and on the other line, Bill Bishop. Bill, how you doing?
C
Hey Andrew. Hi everyone. I'm doing okay. Hope everyone is having a good week. I know folks in China are listening are probably going to get this they're heading out on vacation for the almost week long mayday holiday.
A
Indeed they are. And we may be on vacation next week as well because of the vacation in China. Unless there's any crazy news that prompts an emergency episode, we will probably be off next week. But who can say what the future holds? Maybe there will be an emergency episode, but for now it is great to be back, great to be podcasting in the middle of a gray week here in Washington D.C. and we will begin with the biggest news of the week. The Meta deal to buy Manus is officially dead and the NDRC killed it with the following terse statement. They said the Office of the Working Mechanism for Security Review of Foreign Investment, in accordance with laws and regulations, issued a decision to prohibit the foreign acquisition of the Manus project and ordered the parties concerned to rescind the acquisition transaction. And for anybody who's unfamiliar with the context here, I'll read a little bit more from the Financial Times who wrote China has ordered Meta to unwind its $2 billion acquisition of artificial intelligence app Manus as Washington and Beijing vie for dominance over the emerging technology. The decision marks an extraordinary late stage intervention by Beijing and involving two non Chinese companies. Meta had already begun to integrate software from Manus, which was founded in China but relocated to Singapore last year. It was unclear how the acquisition could be unwound at such a late stage. A person briefed on Beijing's decision said the announcement could be intended primarily as a warning for similar deals in the future. The person said the gesture was, quote unquote, pretty harsh and it carries a strong intention to stop follow on deals. A person familiar with the matter said Beijing had told the two companies that the deal must be unwound completely, including returning funds, re registering the company's ownership and halting Meta's use of the Manus algorithm. The person said that if the parties failed to fully undo the acquisition, Beijing could impose penalties on Meta, limit its China related business, and possibly pursue criminal charges for individuals involved. So Bill, it's obviously a complete mess at this point. It looks like the deal will in fact be completely unwound per follow up Reporting from the Wall Street Journal, what do you think of what happened here? What levers did China pull to successfully block this deal?
C
Well, they have this process which is somewhat analogous to the CFIUS review process. You, of course, have the ability to lobby and hire law firms and argue your case. Not clear. That's how it works in China. I think we talked about this maybe two or three podcasts ago. We were speculating about when the reports started coming out that China was looking at the deal and maybe investigating and wondering what the pretext would be and, you know, whether. Whether or not the team had actually gone through the proper procedures to. I think we were talking around sort of PRC nationals restructuring, having overseas company. There was a detail in a Reuters story yesterday that I think was really quite shocking. And if it's correct, really, I think puts a lot of the onus back on the company and the investors and the acquirer and the lawyers. That Reuters story said that Metta conducted only a few weeks of due diligence. Due diligence to complete the acquisition in December, while neither Meta nor Mana sought Chinese regulatory approval for the deal or its relocation to Singapore. Said five sources with knowledge of the matter.
A
Incredible.
C
That's pretty nuts, right? And honestly, given what's happened since the acquisition of Manus, in terms of the rise of agents and OpenClaw and et cetera, two plus million dollars for this company seems like Facebook really overpaid in a hasty, poorly due diligence deal. So, you know, you kind of wonder on the Meta side if they're not actually happy that they get to unwind this. Because, you know, honestly, right, it's like,
A
well, do they care? Do they care one way or the other? Because to me, the fact that they only did a couple weeks of due diligence and then spent $2 billion on this agent software and the algorithm at Manus, to me, it just underscores how much money tech is spending on all of this at.
C
We should have been sharp AI there right into the flip.
A
The whole we could go for at least a billion. You know what I mean?
C
No, but so anyway, in all seriousness. So basically, it does sound like this company, they went through this process, you call it Singapore, Washington, where they shut down what they had in China for the most part, although I think they kept the corporate entity, the original corporate entity, Butterfly, something I think is still registered in China. And then they pushed everything out to China. They took all the key employees, they relocated folks the founders relocated. They took whatever code they'd written and took it to Singapore. And then they sold it to, they made a big deal and sold it to, sold it to Meta. Right. And it was a very high profile deal actually when Benchmark invested the the US government wanted to, I think talked about investigating the deal. So both, you know, it was sort of a very high profile deal. It was one of the elements of
A
this that is pretty interesting is it's not like this was some quiet news that just sort of by everybody. China didn't take action when it was initially announced, but it was a big story all over the world.
C
The Manus founders, you know, obviously talented founders, talented technology people, I think quite naive both in terms of not understanding how the Chinese government would react to something so high profile and in your face. And it really kind of a, hey everyone, you can leave China and still get and get a bunch much better valuation from foreign investors and here's how you do it and get away with it. And then they were even more naive because they went home and then they've been exit banned. Right. And so when you go back to you know, China and their ability to, you know, basically reach into a deal that is closed and apparently, you know, like Benchmark has already not only gotten the money from Meta but already distribute, distributed the returns to their own LPs. Right. So it's a mess. Excuse me. It's going to be messy to get all that money back. The, the PRC VCs, you know, their, their response will be like where do I send a check? Right. Because they have no ability to fill fight in any possible, you know, they,
A
the government says you, well, they're subject to CCP and NDRC jurisdiction and punishment.
C
But, but I think, you know, and the process is very opaque and there is really no ability to appeal. It is not like the US process. You know, the CFIUS doesn't exit ban people. CFIUS allows for you to make the case. Get a law firm, you have the ability to go to the courts if you're unhappy. That that is not, it is not an analogous process here in the US to what it is in China.
A
Well also, I mean, because somebody was talking about how. Well this is really no different than what the US was trying to do to bite dance and force a divestiture of TikTok. And if a US lab wanted to sell its technology to China, the US would block it. If a US company cut ties with the American market and relocated on the other side of the world and intended to enter into some sort of acquisition deal with a Chinese company, the US government wouldn't have that much recourse to prevent that. Because you can't prosecute people extraterritorially the way China is successfully enforcing its laws on a Singaporean entity here.
C
And I think also, you know, you have to remember that, that even though there was some, some talk, oh, they don't have any leverage over Meta. Meta, they never let Meta in. That's wrong. They have a ton of leverage over Meta too. Right. And so the Chinese, they can find the pretext to intervene in this deal if it's true, as Reuters reported, citing five sources, that they didn't go through the proper regulatory process then.
A
And when we talk about that process and how incredible that detail is, why do you find it incredible? Let's unpack that. Just in terms of the naive it has on the Manus founders part.
C
Manus in particular, I mean, Facebook can hire the best, should have the best lawyers who would understand these processes. Manus had some very sophisticated Chinese VCs who understand these issues. They would have had, I assume, counsel that is familiar with the PRC laws and regulatory environment. I assume a deal like this would have had an accounting firm involved that would also probably understand what you need to do in terms of certain requests for permission or declarations to the PRC government. I mean, these are, these are very expensive service providers that understand the rules. For whatever reason, they thought they could just go under the radar and make it happen. And you know, the. I think a comp for this is what happened when Didi, China's Uber killer, went ahead and went public in New York, even though they, there wasn't quite, there wasn't a formal process yet for approving these overseas listings. They had been told it was a bad idea and they basically said screw you and did it anyway. And then they all got, they got totally reamed by the Chinese government and,
A
and the Chinese government was justified and completely kneecapped. Justified because these companies, in Manus's case, Manus mistake was behaving like a purely private company that didn't have to worry about NDRC oversight. Even going back to the decision to relocate to Singapore, that was the piece of it where I was really surprised that they didn't seek any sort of regulatory approval for relocating.
C
So, and even on technology. So for example, today, and I just, just going through it before we got on the podcast, this WeChat account that belongs to CCTV called Yu Yun Tan Tian, they put out a piece basically sort of, and it's, it's kind of a, it's official, but it's Sort of, you know, you can call it semi official. But they put out a piece about the deal and why it's in accordance with PRC laws and regulations. First it said what's special about Manus is that they, they used domestic Chinese resources to incubate and then driven by US factors, sought to repackage itself as a Singaporean company, ultimately, ultimately selling itself to foreign capital, circumventing China's regulatory rules. Manus's early team data and R and D were all primarily in China. The turning point came in April 2025 when Manus took an investment from US firm Benchmark Capital. And this is what, this is an official sort of timeline of the deal. So I'll just give me a couple minutes, I'll walk through it. Then after two weeks after the investment was disclosed, the US side citing what it called outbound investment security review rules, opened an inquiry into the deal. A little over a month later, Manus reorganized sharply, cutting its China based workforce and relocating its core team and headquarters to Singapore. Six months after that, Meta bought it for over 2 million. 2 billion. Sorry. So, and then they summarize, technology incubated in China, corporate domicile shifted abroad, full acquisition by an international giant. For this kind of regulatory circumvention, the state's competent authorities of course needed to step in. And then they quote a lawyer from a Beijing law, a Chinese lawyer from a Beijing law firm who quote has extensive experience in foreign investment security review work. Her name is Shenzhen. She notes that Article 4 of China's Measures for Security review of foreign investment lays out the scope of review fairly clearly. It has two categories. One is categories of areas touching on national defense like military supply chain, military facilities, et cetera. The second is important fields key like agricultural products, key infrastructure and relevant to this case, important information technology, Internet products and services and critical technologies. And once a deal falls under the end of those fields, it must be filed as long as the foreign investor obtains actual control. And then it says their general purpose AI agent falls squarely within important information technology, Internet products and services and critical technologies and meta acquisition would give them actual control. So that is, that is the logic for why the Chinese can government can intervene.
A
Firm legal grounding for them.
C
Yeah. And I think from their perspective, again, you know, there's all this talk, well they can do whatever they want and they can do whatever they want. But the thing is there actually is like I think a legitimate sort of pretext for them to do this.
A
Yeah, well, and would they have been able to do this had the founders not returned to the mainland and then they exit ban the founders is kind of an interesting question that I've wondered about over the last couple.
C
And they, and they probably, probably could have. And I think in that case, potentially the key variable is just how high profile the company, the founders and some of the investors made this deal.
A
Yeah.
C
So it was, it was very much, you know, hey, look at us. And, and the issue is that, you know, the Chinese see the, see AI race the way the U.S. government sees the IRS. Right. It's, it is a, it is a full on competition with the U.S. and you know, they, they view the U.S. as doing its best to suppress and contain China's AI development. And so the last thing they want is for anything they consider to be key in terms of technology or talent, you know, going to the other team, which is effectively what happened.
B
Right.
A
They don't want this to be a playbook for other companies.
C
Was. Right.
A
Our interpretation of the news a month ago when it first was subject to review, I am surprised it took the Chinese government as long as it did to take action on any of this because again, this is not new.
C
That is. No, no. And that is a, and that is a good question that I don't know the answer to is you would think that given these justifications that I just read out from this sort of CCTV WeChat account or social media account, you would definitely think that this would have happened earlier. Yeah.
A
And so I wonder whether some cadres are in trouble for not flagging this back in October.
C
I think the folks who didn't push back on this, I think it's probably not a constructive for their career. It could be.
A
All right.
B
And that is the end of the free preview. If you'd like to hear the rest of today's conversation and get access to full episodes of Sharp China each week, you can go to your Show Notes and subscribe to either Bill's newsletter, Cynicism, or the Strathecary Bundle, which includes several other podcasts from me and daily writing from my friend Ben Thompson. I'm an incredibly biased news consumer, so I think both are indispensable resources. But either way, Bill and I are going to be here every week talking all things China and we would love to have you on board. So check out your show Notes, subscribe and we will talk to you soon.
Date: April 30, 2026
Hosts: Andrew Sharp (A) and Bill Bishop (C/Sinocism)
This episode opens with a deep dive into the Chinese government's eleventh-hour intervention that forced Meta to completely unwind its $2B acquisition of the AI app Manus. The hosts dissect both the mechanics and wider implications of the move, the legal pretexts used by Beijing, the naivete of the involved parties, and how this fits into the broader context of US-China tech rivalry and regulatory battles. The conversation paints a picture of increasingly muscular Chinese oversight—and what that means for cross-border deals, global tech, and business actors.
On Due Diligence and Naiveté:
On Chinese Legal Pretext:
On Broader Tech Competition:
Meta’s blocked Manus acquisition is a cautionary tale for transnational tech deals, highlighting China’s assertive regulatory environment and willingness to flex its legal and political muscle even at late stages. Companies and investors betting on cross-border tech deals with Chinese roots must thoroughly educate themselves on China’s evolving regulatory regime—or risk being caught out, financially and personally. The episode underscores the high stakes and harsh realities at the razor’s edge of U.S.-China tech rivalry.