What changed in recent months, and what it means for Chinese outbound investors
This briefing explains the developments most relevant to Chinese companies investing into the Core 6 Southeast Asian jurisdictions (Singapore, Malaysia, Indonesia, Thailand, Vietnam and the Philippines) for the period 15 June to 16 August 2026. It is published every two months and covers the two months preceding publication.
1. Vietnam bans the import of goods made with forced labour, and rewrites who may trade
On 22 July 2026 the Government of Vietnam issued Decree No. 292/2026/ND-CP, which takes effect on 5 September 2026 and replaces Decree No. 69/2018/ND-CP as the instrument implementing the Law on Foreign Trade Management 2017. The decree rewrites the rules on who may import and export in Vietnam and on what may not cross the border at all. Its most consequential provision is a single line: item 23 of Appendix I, the schedule of prohibited goods, now bans the import of products exploited, produced or manufactured wholly or in part by forced labour from enterprises, countries and territories, consistent with the international treaties to which Vietnam is a party.
Until now Vietnam listed no forced-labour entry in its foreign-trade schedule of prohibited imports. A Vietnamese factory could lawfully bring in any input, and the risk attaching to forced-labour-tainted material sat entirely downstream, in the form of a United States withhold release order, which is a customs order detaining goods suspected of forced-labour content at the American border, or an equivalent European Union enforcement action, or a customer declining to buy. It was an export-market and contractual problem, managed by the compliance function. From 5 September 2026 it becomes a Vietnamese customs problem at the point of import, enforced by Vietnamese authorities against the importing entity itself.
The remainder of the decree runs in the opposite direction. Vietnamese traders that are not foreign-invested may import and export freely regardless of their registered business lines, save for prohibited or temporarily suspended goods. Foreign-invested enterprises may now export the products they manufacture directly, and import equipment for their own investment purposes, though the business-licence regime for foreign-invested trading is a separate set of questions to be answered. The general prohibition on foreign-invested enterprises conducting transhipment business is relaxed where the goods travel directly from the exporting country to the importing country without passing through a Vietnamese border gate. Electronic cigarettes and heated tobacco products, under tariff heading 2404, are added to the schedule of goods banned from temporary import, re-export and transhipment business.
What this means for Chinese investors — A great deal of Chinese-invested manufacturing in Vietnam is assembly or finishing work that draws intermediate inputs — textiles, polysilicon and solar wafers, electronics components, aluminium — from Chinese provinces that are the subject of forced-labour findings abroad. Those inputs now face a prohibition at the Vietnamese border, not merely resistance in the export market. The prohibition is administered by Vietnam's Ministry of Home Affairs. Any Chinese group running a Vietnamese manufacturing platform should map its inbound bill of materials, identify which suppliers sit in provinces exposed to forced-labour findings abroad, and secure either alternative sourcing or documentary provenance. What determines whether goods may lawfully enter is the Ministry of Home Affairs' list and Vietnamese customs practice from 5 September.
2. Thailand consolidates its nominee controls, and extends them to amendment registrations
On 14 July 2026, Thailand's Central Partnership and Company Registration Office, part of the Department of Business Development at the Ministry of Commerce, issued Registrar's Order No. 2/2569. It was published in the Royal Gazette on 27 July 2026 and took effect on 1 August 2026. It catches two situations, and the boundary matters. The first is a Thai partnership or limited company in which foreigners, including foreign companies, hold less than half of the capital. The second is a company with no foreign shareholder at all in which a foreigner is an authorised or co-signing director. A subsidiary in which foreigners hold half or more falls outside both, because such a company already counts as a foreigner under the Foreign Business Act and is dealt with through the licensing regime instead. The order is therefore aimed squarely at the Thai-majority territory in which nominee risk sits.
It replaces two earlier orders rather than writing on a blank page. Order No. 2/2568, effective 1 January 2026, imposed the documentary test at incorporation. Order No. 1/2569, effective 1 April 2026, extended a confirmation requirement to amendment registrations admitting a foreigner as a partner or an authorised director. Order No. 2/2569 repeals both, but it does not impose one regime on both. An incorporation filing requires the Investment Explanation Letter (form attached to the Order) together with a three-month bank statement from each Thai partner or shareholder and a bank statement from the managing partner's or director's account that received the subscription money, establishing a funding match. An amendment registration requires only the Investment Confirmation Letter (form attached to the Order), and only in two defined cases: a partnership or limited company previously all-Thai or 50% or more foreign, that comes to have foreigners below 50% with no foreign managing partner, and a limited company whose authorised signatories were all Thai coming to have a foreigner among them. The two regimes meet in one place: a company or partnership incorporated on or after 1 August 2026 that files such an amendment within a year of incorporation must also produce the amendment-version Explanation Letter and a bank statement showing it received its capital. Applications filed before 1 August 2026 stay under the old orders, but a company or a partnership of any vintage is caught at its next such amendment.
What this means for Chinese investors — One common Thailand structure puts a foreign investor at 49% alongside Thai shareholders at 51%, in part to stay outside the Foreign Business Act's definition of a foreign company. That structure is directly affected by this order. It must now survive a documentary test of actual cash movements, and a signed confirmation is now due at certain later registrations that put a foreigner among a company’s authorised signatories, whatever the share register says. Where the Chinese party in substance funded the Thai shareholders' subscription, clean three-month statements and a truthful confirmation letter will be difficult to produce, and the confirmation is signed under express criminal warning. Under section 36 of the Foreign Business Act a nominee arrangement carries imprisonment of up to three years or a fine of between 100,000 and 1 million baht, or both, and the court shall order the assistance, the joint operation of the business or the shareholding to cease (with a daily fine for violation). The larger question is where the definition of a foreigner is itself heading, because a Senate committee earlier this year recommended a move from a test based on who holds the shares to a test based on who controls the company, which would reach structures that are entirely compliant on their share register today.
3. Singapore amends its Takeover Code to protect competing bidders
On 16 June 2026 the Monetary Authority of Singapore, acting on the advice of the Securities Industry Council, issued a revised Singapore Code on Take-overs and Mergers. The amendments took effect on 16 July 2026.
The revision is aimed at protecting the competitive process, so that a first bidder cannot lock a target up against later bidders. The Council decided against banning deal protection outright and amended the existing rule instead. A break fee — a cash sum the target pays the bidder if specified events cause the offer to fail — must be minimal, which the Code puts at normally no more than 1% of the value of the offeree company calculated by reference to the offer price. It can become payable only if an offer, including a competing offer, becomes or is declared unconditional. The target board and its financial adviser must each confirm in writing to the Council that they believe the fee is in shareholders' best interests, and why. Exclusivity arrangements must now leave the target board free to act on its fiduciary duties, which means the board must remain able to respond to a better offer. A matching right, meaning the first bidder's right to match or better a rival offer, cannot last so long that it removes any practical likelihood of a competing proposal being put forward, and a matching period of more than seven calendar days would normally be regarded as having an anti-competitive effect. For a scheme of arrangement, which is the court-supervised takeover route in which the target's shareholders vote at a single meeting and the outcome binds all of them, the scheme meeting must now be held within six months of announcement except with the Council's consent.
Before 16 July there was no express limit on matching rights, no requirement that exclusivity arrangements include a fiduciary out, and no outer time limit in the Code on convening a scheme meeting, so schemes could drift. Several other changes take effect at the same time. A bidder that made a no-increase or no-extension statement without reserving the right to set it aside will not normally be given the Council’s consent to a new offer recommended by the target board on terms better than the previous offer until the later of three months from the lapse or withdrawal of the earlier offer and the end of the offer period of any competing offer existing at that time. The target must disclose to all bidders, including potential bidders, an estimate of the aggregate of offer-related fees and expenses when the board circular is issued, with follow-up if the outturn exceeds the estimated maximum by 10% or more. And the rules on communications now expressly cover videos, webcasts, podcasts and social media.
What this means for Chinese investors — A Chinese bidder that expects to negotiate a friendly deal and buy certainty from a locked-up board now has much less to buy, because the matching right is short, and every exclusivity undertaking must leave the board free to entertain a rival. Price and speed now matter more than contractual protection, which is a real shift for an investment committee accustomed to seeking deal certainty before committing. A Chinese investor arriving as a second or interloping bidder is correspondingly better placed. . Finally, a Chinese bidder should assume that WeChat, video and podcast communications about a Singapore bid now sit squarely inside the Code.
4. Indonesia moves crypto under the financial regulator and recognises title transfer of margin
On 17 June 2026 Indonesia promulgated Law No. 4 of 2026, amending the 2023 financial sector statute known as the P2SK Law. It took effect on promulgation and appears at State Gazette 2026 No. 62. It is an omnibus amendment that reopens at least seventeen distinct areas of the 2023 law, partly in answer to two Constitutional Court decisions.
The largest change for foreign capital is that crypto and digital assets are lifted out of the commodities-futures world and reclassified as a regulated financial-services category supervised by the Financial Services Authority, known as OJK, with full governance and consumer-protection standards. The law expressly reaches tokenisation, initial offerings, stablecoins, staking, crypto lending and borrowing, crypto used as collateral, and both spot and derivative transactions. The law's elucidation provides that stablecoins may not be used directly as a means of payment, and that their use as a means of transaction is not to be construed as payment. It creates a statutory basis for the transfer of title to margin, under which ownership of the margin posted actually passes to the receiving party against an obligation to return equivalent assets. It moves the new Strategic Mineral and Commodity Exchange, covering ferro alloys, coal and palm oil derivatives, to OJK supervision with effect from 1 January 2027, by when the exchange must be formed and operating.
Before this amendment, crypto assets were originally regulated as commodities by Bappebti and Law No. 4 of 2023 mandated their transfer to OJK and Bank Indonesia, which Government Regulation 49 of 2024 effected on 10 January 2025, but only at regulation level and with no statutory treatment at all of stablecoins, staking, tokenisation or crypto collateral. Indonesian law gave no clear statutory basis for transferring title to margin, which left the standard international master agreements exposed to the risk that an Indonesian court would recharacterise the arrangement. Two changes frequently reported alongside these are deferred and should not be treated as current: the Deposit Insurance Agency's discretion whether to rescue a failing insurer does not apply until 1 January 2030, and the policy guarantee programme applies only from January 2028. Most of the rest is framework, with the detail left to government, OJK and Bank Indonesia implementing regulations.
What this means for Chinese investors — Three consequences follow. First, any Chinese fintech, exchange, payment or digital-asset business with an Indonesian presence is now a supervised financial institution rather than a commodities trader, which means a licence application, capital and governance requirements, and OJK enforcement powers that include freezing transactions; the bar on using stablecoins directly as a means of payment closes off a settlement route several Chinese platforms had been building toward. Second, statutory recognition of title transfer of margin removes a long-standing Indonesian-law doubt that Chinese banks and their counsel have had to paper around when taking Indonesian margin under the standard derivatives and repurchase master agreements, including the forms published by the International Swaps and Derivatives Association, and should reduce the cost of hedging Indonesian exposure. Third, the mandatory Strategic Mineral and Commodity Exchange for coal, ferro alloys and palm oil derivatives, live from 1 January 2027, sits directly on top of the export-centralisation regime we reported in June and will change how Chinese offtakers price and contract for those commodities.
5. Malaysia sharpens competition enforcement — and confirms it still has no merger control
Malaysia's Parliament has passed the Competition (Amendment) Bill 2026 and the Competition Commission (Amendment) Bill 2026, carried as Bills D.R. 12/2026 and D.R. 11/2026. First reading was on 23 June 2026 and the House of Representatives passed them on 6 July 2026, with passage through the Senate following later in July. As at the date of this briefing neither Bill has been gazetted, and commencement is to be on a date the Minister of Domestic Trade and Cost of Living appoints by notification in the Gazette. They are settled in substance but are not yet law, and the lead time to commencement is unknown.
The most important thing about the package is what it does not contain. Malaysia had been widely expected to introduce a general merger control regime, and it has not done so. A Chinese buyer acquiring a Malaysian target still faces no economy-wide filing or clearance requirement, with sector regimes in aviation and communications continuing to apply. Malaysia is now alone among the six jurisdictions in this respect: Singapore, Indonesia, Vietnam, Thailand and the Philippines all operate merger control of some kind.
What the package does do is sharpen enforcement of conduct. The statutory distinction between horizontal agreements, made between competitors, and vertical agreements, made between a supplier and its distributor or franchisee, is removed from the prohibition on anti-competitive agreements. Vertical restraints previously had to be shown to have the object or effect of significantly restricting competition, which made them hard to challenge. The change is that the deeming provision — price fixing, market sharing, output limitation and bid rigging — now applies to any agreement rather than only to horizontal agreements, so resale price maintenance can be treated as restrictive by object. The Act's scope widens from conduct in the course of commercial activity to conduct in the course of commercial or economic activity, which catches bodies whose activity is economic in substance. The Commission gains a formal preliminary inquiry stage before opening a full investigation, broader powers to compel information for market reviews, and a settlement mechanism offering a penalty reduction of up to 40%. Informers gain statutory protection and may be rewarded, undertakings become monitorable and enforceable, and an appeal on points of law and on penalty now runs from the Competition Appeal Tribunal to the High Court.
What this means for Chinese investors —Chinese manufacturers that sell into Malaysia through distributors, dealers, franchisees or platform partners should assume that minimum resale price maintenance can now be treated as restrictive by object, without proof of effect. Enforcement will also work differently. A disgruntled Malaysian distributor acquires both a protected route to report and a financial incentive to use it, and a cartel participant now has two distinct routes to a reduced penalty: the existing leniency regime, where being first matters, and the new settlement mechanism, which the Commission may offer after issuing a notice of proposed decision and which carries a reduction of up to 40% on an admission of liability. Because commencement is by ministerial notification with no fixed date, the lead time is unpredictable but usable, so the audit should not wait for the gazette. On the acquisition side, the absence of merger control means Malaysia remains, on this measure, the most straightforward of the six jurisdictions in which to complete a change of control.
6. The Philippines imposes its first data residency rules, and they reach private contractors
President Marcos signed Executive Order No. 119 on 13 July 2026. It took effect on 15 July 2026, upon publication in a newspaper of general circulation. The operative date is the date of publication, not the date of signature. It updates the Philippine government's data classification framework, which had run on a memorandum circular issued in 1964, and for the first time imposes a data residency regime.
Government data is sorted into Restricted Access Data and Open Access Data across a set of tiers, and the permitted storage location follows the tier. Top Secret and Secret data must remain within Philippine territory. Confidential data must generally stay in-country and may be stored or processed offshore only with prior approval. Restricted data may sit on secured cloud platforms subject to encryption, and Open Access data may be stored on secure cloud platforms regardless of location, subject to encryption and other cybersecurity requirements. Cross-border transfers are permitted only in line with the classification, and where personal information is involved the protection must be comparable to that required under the Data Privacy Act of 2012. Critically, the Order extends to private entities that process or store government data on behalf of agencies, expressly including those engaged in public-private partnerships, public services, public utilities, critical infrastructure, or strategic or sensitive projects, with the covered class to be defined in the implementing guidelines.
Before this, the Philippines had no data-residency regime tied to a government-wide data classification. Government data could lawfully be hosted offshore, and private contractors handling it were bound only by their contracts and by the Data Privacy Act, not by any classification-linked storage restriction. A Joint Oversight Committee must now issue implementing guidelines within 120 days of effectivity, which falls around 12 November 2026, and covered agencies have three years to reach full compliance.
What this means for Chinese investors — This is the first Philippine data-residency rule to apply across government, and it lands directly on the delivery model Chinese technology, telecommunications and cloud groups use to serve the Philippine market. A Chinese cloud or systems-integration provider that today serves a Philippine government agency from a regional hub in Singapore or Hong Kong may find that arrangement unlawful for the classified tiers, and will need Philippine-resident infrastructure or a local hosting partner. For anyone bidding on Philippine public-sector or public-private partnership work — smart city, digital identity, e-government, transport systems, utilities — data residency is heading into bid documents to be priced into the bid rather than a back-office matter to be solved later
7. Malaysia licenses cross-border power trading and puts green attributes on a statutory footing
Two amendment Acts — the Electricity Supply (Amendment) Act 2025, Act A1775, and the Energy Commission (Amendment) Act 2025, Act A1776 — were brought into force in their entirety on 1 July 2026 by commencement notifications P.U.(B) 220/2026 and P.U.(B) 221/2026, made on 23 June 2026 and gazetted on 29 June 2026.
They make three structural changes. First, cross-border electricity trade is put on a statutory footing through a new section 22D licence, which any party importing or exporting electricity across Malaysia's borders must hold. Second, imports are regulated for the first time, which matters as Malaysia positions itself within the ASEAN Power Grid. Third, a new section 22C formalises the concept of a Market Operator, meaning an entity authorised to manage the provision of and transactions in electricity, which gives statutory footing to the operation of the Energy Exchange Malaysia platform. Separately, and commercially the most significant part, the amendments define green attributes as the full set of environmental, power-source and emissions characteristics attributable to renewable energy from an installation, and empower the Minister to determine standards for them and the Energy Commission to issue guidelines on their ownership, verification and certification.
Until 1 July, cross-border electricity sales were governed by a non-statutory Guide that addressed only exports, principally to Singapore and Thailand, and was silent on imports into Malaysia. Participants operated under a general section 9 licence rather than any dedicated cross-border authorisation. There was no statutory concept of a Market Operator, so the Energy Exchange's operation rested on administrative arrangement rather than on the Act, and green attributes had no statutory definition and no express basis for being separated from the electricity and sold as a standalone commodity. The Energy Commission has still to issue guidelines on permitting, grid interconnection, section 22D eligibility criteria and the certification framework for green attributes, so the practical bar for a licence is not yet known. A transitional window for existing cross-border participants to apply for the new licence closes six months after commencement on 1 July 2026.
What this means for Chinese investors — Malaysia is absorbing a large share of the Chinese renewable-energy and power-infrastructure capital going into the region, and Chinese-backed hyperscale data centres in Johor are competing hard for a firm supply of green power, meaning power guaranteed to be continuously available, so this could change the licensing map for a substantial body of Chinese investment. Any Chinese-invested generator, trader or offtaker currently selling into Singapore, or planning to import into Malaysia, needs a section 22D licence. For Chinese solar and battery developers the unbundling of green attributes is the more valuable change, because renewable energy certificates and equivalent instruments can now be sold separately from the megawatt-hours, which could materially change both project financial models and the drafting of power purchase agreements. The gap to watch is that the Energy Commission's eligibility criteria and certification framework are not out yet, so a project being financed on the strength of separately traded green attributes is being financed on a framework whose detail is still to come.
8. Also on the record this period
Indonesia's House of Representatives approved the Law on the Indonesian International Financial Center on 21 July 2026. No official text has been published, so what follows is drawn from reported statements rather than from the law itself: it is said to create a ring-fenced international financial jurisdiction with its own court and arbitration institute and a distinct fiscal regime, including tax holidays of up to fifty years, on the model of the Dubai International Financial Centre and Abu Dhabi Global Market, with Bali the leading candidate location in government statements. As at the date of this briefing the law had not been numbered or promulgated, and every operative detail — who qualifies, the tax conditions, how the new court interacts with the ordinary courts, and when the zone opens — is left to implementing regulations that do not yet exist. Chinese groups holding Indonesian assets through Singapore or Hong Kong should monitor it rather than act on it.
Singapore's Personal Data Protection Commission issued its final Advisory Guidelines on Use of Personal Data in Generative AI on 20 July 2026, following the consultation reported in our June issue. The Commission confirms that the publicly available exception can support collecting personal data by web scraping for model training, but requires an assessment of any digital barrier such as a paywall or login, and, where a company trains or fine-tunes a model on its own user data, it requires an artificial-intelligence-specific notification rather than a general statement that data will be used to improve services, unless it can rely on deemed consent or an existing exception to the consent obligation, such as the business improvement or research exceptions. This is now a concrete diligence question on any acquisition of a Southeast Asian technology, financial technology or consumer platform business.
Thailand's Electronic Transactions Development Agency released a draft Artificial Intelligence Act for public consultation on 9 July 2026. The consultation closed on 14 August 2026 and the responses are being compiled. The draft grades systems by risk, dealing separately with severely risky systems and with high-risk systems, but does not fix which systems fall into the high-risk grade. It prohibits certain applications outright, among them systems that steer behaviour through subliminal techniques and systems that discriminate unfairly on a large scale. It creates a high-risk category whose contents are left to later subordinate legislation, under which kinds or categories of system are designated by royal decree where the responsible supervisory agency considers designation necessary. And it imposes separate transparency duties for artificial-intelligence-generated content, expressly covering deepfakes, meaning generated or altered images, audio, video or other content that an ordinary person could take for a real person, event or fact. Chatbots are also named, although the draft does not yet impose a distinct duty to tell a user that it is dealing with one. Two provisions reach Chinese providers directly. The first applies the Act to any development, application or act affecting people in Thailand, whether done inside or outside the Kingdom. The second makes those who breach the Act and cause damage jointly liable to compensate, whether or not the conduct was intentional or negligent, subject only to force majeure, the injured party's own act or omission, or compliance with a lawful official order. It remains a draft and is not Thai law.
Vietnam's Law on Cybersecurity No. 116/2025/QH15 came into force on 1 July 2026, merging the two previously separate cyber statutes into one framework. It restates a data localisation duty for domestic and foreign providers of telecommunications, internet and value-added cyberspace services in Vietnam that collect or process user personal data, relationship data or user-generated data, and requires those foreign providers to establish a branch or representative office in Vietnam. This is not a duplicate of the Personal Data Protection Law: that law does not prohibit cross-border transfer outright, whereas this one imposes a positive obligation to store specified data inside Vietnam, so compliance with one does not deliver compliance with the other.
The Singapore International Arbitration Centre issued three procedural instruments on 20 July 2026. Guidance Note GN-01/26 recommends that they set page and word limits in consultation with the parties, and sets out practices for handling requests for the other side to hand over documents. Guidance Note GN-02/26 guides tribunals on issuing awards in summary form under the Centre's Streamlined and Expedited Procedures, which are its fast-track routes for lower-value and urgent cases and which already require summary-form reasons under the 2025 Rules. Practice Note PN-01/26 governs cases the Centre administers under the arbitration rules of the United Nations Commission on International Trade Law. All three apply to arbitrations the Centre administers, and not to every arbitration seated in Singapore, so a Chinese party whose contracts name the Centre should expect tighter page limits, narrower document requests and, in fast-track cases, shorter awards.
The Philippine Securities and Exchange Commission issued Memorandum Circular No. 20, Series of 2026, which came into force on 23 July 2026 and lifted, with effect from 1 August 2026, the moratorium imposed in November 2021 on the recording of new online lending platforms. In its place comes a prudential, disclosure and market-conduct framework in which minimum paid-up capital scales with the number of platforms operated and no company may run more than five. For Chinese financial-technology groups that paused or left Philippine lending after the 2021 moratorium, registration reopens from 1 August 2026, so the decision whether to build or to buy changes outright and the control premium that attached to an existing licensed platform may fall. The circular does not impose a majority-Filipino ownership requirement on lending companies.