Meta收購Manus案撤銷路徑詳解：20億美元需退回，數據需隔離和刪除

Original Author: Kyousuke

Original Source: AI 瑞普斯

On April 27, the Foreign Investment Security Review Working Office of the National Development and Reform Commission officially made a prohibition decision, blocking Meta's acquisition of AI agent company Manus.

This deal, once regarded as Meta's third-largest acquisition, lasted only four months from its official announcement in December 2025 until it was blocked in April 2026.

Key Timeline of the Manus Acquisition Case

In March last year, Manus was officially launched. The Monica.im team released the world's first general-purpose AI agent, which immediately took the market by storm. Invitation codes were sold at high prices, and its annualized revenue quickly surpassed $125 million.

On December 30 last year, Meta announced the acquisition of Manus's parent company, Butterfly Effect, for $3-5 billion. Negotiations took only about ten days, and founder Xiao Hong would become Meta's Vice President.

On January 8, regulators launched an investigation. The Ministry of Commerce, in collaboration with relevant departments, initiated an assessment to verify compliance with technology export, cross-border data, and foreign investment reporting regulations.

In March, the National Development and Reform Commission summoned executives from both sides, highlighting risks related to technology transfer and data security, and demanded a suspension of the process.

On April 27, the Foreign Investment Security Review Working Office officially prohibited the transaction, requiring the acquisition to be rescinded and the original state to be restored.

Undoing the Deal: A Comprehensive Restoration from Equity to Data

According to Article 12 of the "Foreign Investment Security Review Measures," after the state makes a decision to prohibit an investment, the core requirement is to restore the state to the condition before the investment was made, and eliminate the impact on national security. This is divided into three specific modules:

(I) Equity and Transaction Entity Level

All parties must sign a written termination agreement, rescind the acquisition, and terminate all ancillary documents (such as shareholder agreements and technology transfer agreements).

If Meta has already completed the equity transfer, it must transfer all held Manus equity back to the original shareholders/domestic entities and complete the corresponding registration changes for both commercial and overseas entities.

Regulatory authorities will oversee the equity changes to ensure there is no "disguised control" (e.g., through contractual arrangements or nominee holdings).

(II) Repayment of Funds and Consideration

Meta must return the approximately $2 billion already paid (including deposits, advance payments, etc.) in full to the transaction-related accounts.

After receiving the funds, the original shareholders must, as per regulatory requirements, complete the return of foreign exchange through the original channels and report to the foreign exchange regulatory authorities.

Both parties must handle intermediary fees, penalties, etc., and are prohibited from completing consideration payments through disguised means such as "compensation" or "consulting fees."

The foreign exchange management department will thoroughly audit the capital flow path to prevent capital flight disguised as "transaction termination."

(III) Data and Technology Security

Data Isolation and Deletion:

Meta must delete all acquired Manus domestic user data, training data, and business data, provide proof of deletion, and submit to verification; Manus must restore data localization storage and terminate all cross-border data transmission channels.

Technology and Code Restoration:

Terminate all technology authorizations and code transfers to Meta, regain control of core AI technologies and algorithm models, and prohibit Meta from using any Manus technological achievements; any transferred technical documents and code copies must be destroyed.

Personnel and Management Separation:

All management and technical personnel assigned by Meta must be withdrawn, all management agreements involving control rights must be terminated, ensuring that the domestic entity operates fully autonomously.

Core Reasons: Tripping Three Red Lines

1. Technology and Data Security

Manus's core technology was developed domestically by a Chinese team. During the transaction, the main corporate structure was relocated to Singapore. Regulatory authorities focused their review on whether this constituted "technology laundering" or an attempt to circumvent China's technology export controls. Core algorithms, training data, and user data could flow overseas through the acquisition, directly threatening data sovereignty and technology security.

2. Compliance Loopholes in Foreign Acquisitions

This deal, structured as an "American company acquiring a Singaporean enterprise," was essentially an acquisition of original Chinese AI technology by a foreign company through a change of overseas entity, without undergoing China's foreign investment security review procedures. Regulators determined this was a typical case of "cross-border acquisition circumventing review."

3. Restructuring to Evade Regulation

The "Foreign Investment Security Review Measures" clearly state that foreign acquisitions involving key technologies and data must apply for security review. Manus attempted to transfer control rights through a "domestic R&D + overseas shell company + foreign acquisition" pathway. The transaction was deemed invalid as it was not declared for review.

Regulatory Oversight and Subsequent Restrictions

The parties involved must complete all the above operations within a deadline set by the regulatory authorities. The Working Office, in conjunction with departments including the NDRC, MOFCOM, CAC, and SAFE, will conduct on-site inspections to confirm the transaction has been fully reversed.

If the parties fail to rescind the deal as required, regulatory authorities may impose penalties such as fines, restrictions on domestic operations, and a ban on the entities involved in foreign investment activities. Responsible individuals will also face legal liability.

More importantly, for any future cross-border cooperation or financing activities, Manus and its original shareholders must complete statutory procedures like foreign investment security review and data export security assessment. They are prohibited from transferring control rights, data, or technology overseas through any means that bypasses review.

No More Gray Areas for AI Cross-Border Acquisitions

This prohibition decision is not targeted at a single case but draws a clear boundary for the entire AI industry:

It explicitly prohibits the "domestic R&D + overseas shell company + foreign acquisition" transfer pathway; cross-border acquisitions in the AI field must undergo complete security review and data assessment procedures; the control rights of AI technology developed in China must not be transferred overseas without review.

For Meta, the termination means missing out on a key AI Agent technology asset, and all paid amounts must be fully refunded. For the Manus team, it means restoring control of the domestic entity, terminating all cooperation with Meta, and returning to compliant operations within China.