Presidential Document2025-13123
Regarding the Acquisition of Jupiter Systems, LLC by Suirui International Co., Limited
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
July 11, 2025
Signed
July 8, 2025
Issuing agencies
Executive Office of the President
Full Text
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<title>Federal Register, Volume 90 Issue 131 (Friday, July 11, 2025)</title>
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[Federal Register Volume 90, Number 131 (Friday, July 11, 2025)]
[Presidential Documents]
[Pages 31125-31128]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-13123]
[[Page 31123]]
Vol. 90
Friday,
No. 131
July 11, 2025
Part II
The President
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Order of July 8, 2025--Regarding the Acquisition of Jupiter Systems,
LLC by Suirui International Co., Limited
Notice of July 10, 2025--Continuation of the National Emergency With
Respect to Hong Kong
Presidential Documents
Federal Register / Vol. 90 , No. 131 / Friday, July 11, 2025 /
Presidential Documents
___________________________________________________________________
Title 3--
The President
[[Page 31125]]
Order of July 8, 2025
Regarding the Acquisition of Jupiter Systems, LLC
by Suirui International Co., Limited
By the authority vested in me as President by the
Constitution and the laws of the United States of
America, including section 721 of the Defense
Production Act of 1950, as amended (section 721), 50
U.S.C. 4565, it is hereby ordered:
Section 1. Findings. (a) There is credible evidence
that leads me to believe that (1) Suirui Group Co.,
Ltd., a company organized under the laws of China
(Suirui), and (2) Suirui International Co., Limited, a
company organized under the laws of Hong Kong and a
majority-owned subsidiary of Suirui (Suirui
International, and together with Suirui, the
Purchasers), through the acquisition by Suirui
International of all of the interests in Jupiter
Systems, LLC, a Delaware limited liability company
(subsequently converted to a Delaware corporation,
Jupiter Systems, Inc.)(Jupiter), including Jupiter's
subsidiaries Jupiter Systems China (Hong Kong) LTD, a
company organized under the laws of Hong Kong (Jupiter
HK), and Jie Xian Tong Computer Systems (Shenzhen) Co.,
Ltd., a company organized under the laws of China
(Jupiter Shenzhen, and together with Jupiter HK, the
Jupiter Asia Companies), which acquisition completed on
February 28, 2020 (such acquisition, the Transaction),
might take action that threatens to impair the national
security of the United States; and
(b) Provisions of law, other than section 721 and
the International Emergency Economic Powers Act (50
U.S.C. 1701 et seq.), do not, in my judgment, provide
adequate and appropriate authority for me to protect
the national security in this matter.
Sec. 2. Actions Ordered and Authorized. On the basis of
the findings set forth in section 1 of this order,
considering the factors described in subsection (f) of
section 721, as appropriate, and pursuant to my
authority under applicable law, including section 721,
I hereby order that:
(a) The Transaction is hereby prohibited, and
ownership by the Purchasers of any interest in Jupiter
or its assets (other than those assets identified as
excepted in subsection (b)(i) of this section), whether
effected directly or indirectly through the Purchasers,
or through the Purchasers' partners, subsidiaries,
affiliates, or foreign person shareholders
(collectively, including the Jupiter Asia Companies but
excluding Jupiter, Affiliates), is also prohibited.
(b) To effectuate this order, not later than 120
calendar days after the date of this order, unless such
date is extended by the Committee on Foreign Investment
in the United States (CFIUS) acting through the
agencies designated by its Staff Chairperson, subject
to any conditions on the following actions or on
granting an extension as CFIUS determines are necessary
and appropriate to protect the national security of the
United States:
(i) the Purchasers shall, and shall ensure that their Affiliates, divest
all interests and rights in:
(A) Jupiter; and
(B) Jupiter's tangible or intangible assets or property, wherever
located, including its intellectual property, non-public source code
associated with Jupiter products, and customer contracts, except those
assets and operations of the Jupiter Asia Companies acquired or created
after the completion
[[Page 31126]]
of the Transaction as verified to the satisfaction of CFIUS (other than any
such assets transferred in violation of subsection (d) of this section), or
as otherwise permitted by CFIUS;
(ii) the Purchasers and Jupiter shall ensure that Jupiter holds no
interests or rights in any assets or operations of the Jupiter Asia
Companies acquired or created after the completion of the Transaction and
prior to Jupiter's receipt of the written communication from CFIUS
referenced in subsection (c) of this section, unless otherwise approved by
CFIUS.
(c) Immediately from the date of this order until
such time as the divestment set forth in subsection (b)
of this section (the Divestment) has been completed and
verified to the satisfaction of CFIUS and CFIUS has
communicated in writing to the Purchasers and Jupiter
that the Divestment is complete, the Purchasers shall,
and shall ensure that their personnel, Affiliates, and
Affiliates' personnel, refrain from accessing Jupiter's
non-public source code, non-public technical
information, information technology systems, products,
parts and components, books and records, or facilities
in the United States, unless otherwise approved by
CFIUS. Not later than 7 calendar days after the date of
this order, unless such date is extended by CFIUS, the
Purchasers and Jupiter shall put in place and maintain
any measures or controls deemed necessary by CFIUS to
ensure that the access prohibited under this subsection
does not occur until such time as the Divestment has
been completed and verified to the satisfaction of
CFIUS.
(d) Until the Divestment has been completed and
verified to the satisfaction of CFIUS and CFIUS has
communicated in writing to the Purchasers and Jupiter
that the Divestment is complete, unless otherwise
approved by CFIUS, the Purchasers and Jupiter shall
not, and shall ensure that their Affiliates do not,
dissolve, reorganize, or transfer ownership of Jupiter,
or otherwise change its or their legal structure or
relocate, transfer or sell any physical, intangible, or
financial assets in a manner that would materially
impede or prevent the Purchasers, Jupiter, or their
Affiliates from complying with this order as determined
by CFIUS, including the transfer of any tangible or
intangible assets of Jupiter that are located in the
United States as of the date of this order outside of
the United States or to the Jupiter Asia Companies.
(e) Immediately upon Divestment:
(i) The Purchasers and Jupiter shall certify in writing to CFIUS that all
steps necessary to fully and permanently effectuate the requirements of
subsections (a) and (b) of this section, including any conditions imposed
by CFIUS pursuant to subsection (b) of this section, have been completed in
accordance with this order; and
(ii) The Purchasers shall certify in writing to CFIUS that as part of the
Divestment the Purchasers and their Affiliates have destroyed or
transferred all intellectual property or non-public source code associated
with Jupiter products in their possession or control, including copies
thereof, that the Purchasers and their Affiliates are required to divest
pursuant to subsection (b)(i) of this section. CFIUS is authorized to
require auditing of the Purchasers, Jupiter, and their Affiliates, at no
expense to CFIUS, on terms it deems appropriate in order to ensure that
such destruction or transfer of intellectual property or non-public source
code is complete.
(f) The Purchasers shall not, and shall ensure that
their Affiliates do not, complete a sale or transfer of
the interests and rights referenced in subsection
(b)(i) of this section to any third party:
(i) until the Purchasers notify CFIUS in writing of the intended buyer or
transferee; and
(ii) unless 30 calendar days have passed from the notification in
subsection (f)(i) of this section and CFIUS has not issued an objection to
the Purchasers. Among the factors CFIUS may consider in reviewing the
proposed sale or transfer are whether the buyer or transferee is a United
States citizen or is owned by United States citizens; has or has had
[[Page 31127]]
a direct or indirect contractual, financial, familial, employment, or other
close and continuous relationship with the Purchasers or their Affiliates,
or officers or employees of the Purchasers or their Affiliates; and can
demonstrate a willingness and ability to support compliance with this order
and any conditions imposed by CFIUS. In addition, CFIUS may consider
whether the proposed sale or transfer would threaten to impair the national
security of the United States or undermine the purpose of this order, and
whether the sale effectuates, to CFIUS's satisfaction and in its
discretion, the Divestment.
(g) From the date of this order until the
Purchasers and Jupiter provide a certification of the
Divestment to CFIUS pursuant to subsection (e) of this
section, the Purchasers and Jupiter shall certify to
CFIUS on a weekly basis that they and their Affiliates
are in compliance with this order and any conditions
imposed by CFIUS and include a description of efforts
to effectuate the Divestment and a timeline for
projected completion of remaining actions.
(h) Any transaction or other instrument entered
into or method employed for the purpose of, or with the
effect of, evading or circumventing this order is
prohibited.
(i) Without limitation on the exercise of authority
by any agency under other provisions of law, CFIUS is
authorized to implement measures it deems necessary and
appropriate to verify and enforce compliance with this
order and any conditions imposed by CFIUS. For purposes
of verifying and enforcing compliance with this order
and any conditions imposed by CFIUS, Purchasers and
Jupiter shall permit employees of the United States
Government as designated by CFIUS access, on reasonable
notice to the Purchasers and Jupiter, to all premises
and facilities of the Purchasers, Jupiter, and their
Affiliates located in the United States:
(i) to inspect and copy any books, ledgers, accounts, correspondence,
memoranda, and other records and documents in the possession or under the
control of the Purchasers, Jupiter, or their Affiliates that concern any
matter relating to this order;
(ii) to inspect or audit any information systems, networks, hardware,
software, data, communications, or property in the possession or under the
control of the Purchasers, Jupiter, or their Affiliates that concern any
matter relating to this order; and
(iii) to interview officers, employees, or agents of the Purchasers or
Jupiter, or their Affiliates, concerning any matter relating to this order.
(j) CFIUS shall conclude its verification
procedures pursuant to subsection (i) of this section
within 90 calendar days after the certification of the
Divestment is provided to CFIUS pursuant to subsection
(e) of this section.
(k) Without limitation on the exercise of authority
by any agency under other provisions of law, and until
such time as the Divestment is completed and verified
to the satisfaction of CFIUS, CFIUS is further
authorized to impose conditions or implement measures
in connection with this order, the Divestment, and the
Transaction as it deems necessary and appropriate to
mitigate risk to the national security of the United
States arising from the Transaction, including measures
available to it under section 721 and its implementing
regulations, which include the remedies available for
violations of any order, agreement, or condition
entered into or imposed under section 721.
(l) If any provision of this order, or the
application of any provision to any person or
circumstances, is held by a court of competent
jurisdiction to be invalid, the remainder of this order
and the application of its other provisions to any
other persons or circumstances shall not be affected
thereby. If any provision of this order, or the
application of any provision to any person or
circumstances, is held by a court of competent
jurisdiction to be invalid because of the lack of
certain procedural requirements, the relevant executive
branch officials shall implement those procedural
requirements.
[[Page 31128]]
(m) The Attorney General is authorized to take any
steps pursuant to section 721(d)(3) necessary to
enforce this order.
Sec. 3. Reservation. I hereby reserve my authority to
issue further orders with respect to the Transaction or
Purchasers as shall in my judgment be necessary to
protect the national security of the United States.
Sec. 4. Publication and Transmittal. (a) This order
shall be published in the Federal Register.
(b) I hereby direct the Secretary of the Treasury
to transmit a copy of this order to the appropriate
parties named in section 1 of this order.
(c) The costs for publication of this order shall
be borne by the Department of the Treasury.
<GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT>
(Presidential Sig.)
THE WHITE HOUSE,
July 8, 2025.
[FR Doc. 2025-13123
Filed 7-10-25; 11:15 am]
BILLING CODE 4810-25-P
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</html>Indexed from Federal Register on July 11, 2025.
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