Abstract: Negative list system is a new form and reform breakthrough of the administrative approval system. Shanghai FTA negative list system is the accumulation of a number of experiences which can be replicated. Its features is exhaustive, prospective, double guidance and treatment with fairness, which regulates the behavior of government, defines the boundary of administrative approval system, and forces the government to simplify its administrative approval functions. Shanghai FTA' negative list was officially released in September 2013 and modified in July 2014. But there are many questions, such as content complication, lack of expression clarity, and unclear legal status; its radiation range is narrow and the administrative management modes and supporting system and not perfect. At present, Shanghai FTA negative list is still in the exploration and improvement stage, therefore the quality of the text needs to be improved, the negative list “formal” suspicion should be eliminated, the security of the future industry and economy be guaranteed to realize the dynamic management of the detailed rules for the implementation of the negative list, and the matching rules be perfected to enhance the administrative transparency.