1. Legislation Regime

Merger control is governed by a multi-tiered system consisting of laws, administrative regulations, departmental rules, guidelines, and other normative documents.

The Anti-Monopoly Law (“AML”), which was originally enacted in 2008 and amended in 2022, is the cornerstone of the regime. The AML establishes the general framework for merger control, including requirements of mandatory notification, procedures of substantive review, and enforcement against gun-jumping cases.

In addition to the AML, the Provisions of the State Council on the Thresholds for the Notification of Concentrations of Undertakings defines the turnover thresholds for notification. The State Administration for Market Regulation (“SAMR”) promulgated the Provisions on the Review of Concentrations of Undertakings which specifies the procedural rules for filing and review. SAMR also issued Rules for the Notification of Concentrations of Undertakings (MR/T 0002—2025), which, as an industry standard, consolidates and systematise norms on thresholds, materials and procedures for notification, providing comprehensive guidance for undertakings concerned.

Furthermore, SAMR published two guidelines on the review of horizontal and non-horizontal concentrations respectively to elaborate on the substantive test. SAMR’s sector-specific antitrust guidelines also include chapters on merger filing rules of the relevant sectors.

2. Enforcement Authority

SAMR is the primary authority for the enforcement of merger control. Within SAMR, the Anti-Monopoly Enforcement Division II is specifically responsible for conducting reviews and investigations of concentrations of undertakings.

Starting from 2022, SAMR delegates the review of simple procedure cases to five of its provincial subordinates, namely Beijing, Shanghai, Guangdong, Chongqing and Shaanxi. In 2026, three more provincial authorities are empowered to review simple procedure cases, i.e., Liaoning, Zhejiang and Sichuan. For the original five provincial authorities, the jurisdiction of review expands to include certain normal procedure cases. However, SAMR retains the authority to make the final decision.

3. Compulsory Ex Ante Review

Any transaction that meets the filing thresholds or is required to be notified by SAMR is subject to an ex ante review. The thresholds for triggering the notification obligation apply equally to all types of industries and transactions, without any specific exceptions.

For concentrations satisfying the statutory turnover thresholds, notification is compulsory. Parties to a notifiable transaction shall file a prior notification with SAMR.

For concentrations that do not meet the statutory turnover thresholds, notification is not mandatory unless SAMR requires the parties to notify if there exists evidence proving that the transaction may have anti-competitive effects. Parties can also notify a concentration voluntarily, and the case will be accepted by SAMR if it deems it necessary to review after examining the materials.

Gun-jumping is strictly prohibited in China. Under the merger control regime, parties to a notifiable concentration shall not implement the transaction before obtaining clearance.

The standstill obligation applies to all types of concentrations, regardless of whether the transaction is structured as merger, acquisition of shares or assets, transfer of control through contractual arrangements or establishment of a new joint venture. Specifically, business registration of a new joint venture or change of registration is not allowed prior to clearance. In addition, SAMR follows the principle of substance-over-form and therefore other actions that de facto imply obtaining or transferring control are not allowed as well.

There is no such officially recognised arrangements in China as allowing parties to close the transaction by carving out Chinese aspects. Derogation mechanism allowing parties to obtain a waiver from the standstill obligation is also absent.

According to the AML, the following types of transactions are notifiable if they meet the turnover thresholds:

• Mergers between undertakings;
• Acquisitions of control over another undertaking through acquisition of equity or assets; and
• Acquisitions of control or the ability to exercise decisive influence over another undertaking through agreements or other means.

In practice, the establishment of a new joint venture that is jointly controlled by two or more undertakings may also constitute a notifiable transaction.

Shareholding percentage is not the sole consideration, and there is no clear-cut shareholding threshold prescribed in laws for the determination of control. Instead, SAMR assesses control or decisive influence by taking into account all relevant factors, including:

• The purpose of the transaction and future plans;
• The shareholding structure before and after the transaction and the changes therein;
• The voting matters, voting mechanism, historical attendance and voting records of the shareholders’ meeting;
• The composition, voting mechanism, historical attendance and voting records of the board of directors;
• The appointment and removal of senior executives;
• Other relations among the shareholders or the directors, such as proxy or acting in concert;
• Whether there is any significant business relationship or cooperation agreement between the undertakings; and
• Any other factors that shall be considered.

In particular, intra-group transactions are legally exempted from notification under circumstances where:

• Among all undertakings concerned, one undertaking owns 50% or more of the voting shares or the assets of every other undertaking; or
• 50% or more of the voting shares or the assets of each undertaking concerned is owned by the same undertaking not involved in the concentration.

In China, an acquisition of a minority interest may be caught by merger control rules, if control or decisive influence over the target is conferred upon the acquirer.

Currently, there is no statutory safe harbor threshold below which notification is automatically ruled out. In practice, control is assessed on a case-by-case basis, and a couple of acquisitions of less than 15% of shares have been regarded notifiable where SAMR found that the acquirers obtained control over the targets.

In practice, an undertaking acquiring a minority interest should pay attention to substantive effects rather than formal shareholding levels, for example, whether it obtains veto right over such strategic commercial decisions as business plan, annual budget, major investments or has the power to appoint senior executives.

Jurisdictional thresholds for merger control in China are based exclusively on turnover, which are stipulated by the State Council in the Provisions of the State Council on the Thresholds for the Notification of Concentrations of Undertakings. They are not updated periodically but only once. The updated version took effect in 2024, replacing the previous one that had been in force since 2008.

According to the current turnover thresholds, a concentration of undertakings shall be notified if any of the following thresholds is reached:

• The combined worldwide turnover of all the undertakings concerned in the preceding financial year is more than CNY 12 billion yuan, and the China-wide turnover of each of at least two of the undertakings concerned in the preceding financial year is more than CNY 800 million yuan; or
• The combined China-wide turnover of all the undertakings concerned in the preceding financial year is more than CNY 4 billion yuan, and the China-wide turnover of each of at least two of the undertakings concerned in the preceding financial year is more than CNY 800 million yuan.

The turnover thresholds apply uniformly without any industry-specific exceptions, under which the only nexus is turnover, and physical presence, such as subsidiaries or assets located in China, is not required. Accordingly, foreign-to-foreign transactions are routinely notifiable, if sufficient turnover is generated from customers in China. SAMR may also require notification under circumstances where the below-threshold transactions have the potential effects of eliminating or restricting market competition in China.

The turnover is not limited to the relevant market or to the individual entity. Instead, all revenues generated group-wide shall be taken into calculation. Specifically, the turnover of a single party to the concentration shall include the aggregate turnover of the following entities, but shall exclude the turnover between them:

1. The party itself;
2. Other undertakings directly or indirectly controlled by the party referred to in (1);
3. Other undertakings that directly or indirectly control the party referred to in (1);
4. Other undertakings directly or indirectly controlled by the undertakings referred to in (3); and
5. Other undertakings jointly controlled by two or more of the undertakings referred to in (1) to (4).

Particularly, if the seller no longer exercises control or decisive influence over the portion being sold after the transaction, only revenues generated from that portion will be included. While if the seller retains its control, all revenues of the seller will be relevant.

When there is an undertaking jointly controlled by undertakings concerned or by undertakings concerned and non-participants, the turnover between the jointly controlled undertaking and third-parties shall be included, which is to be calculated only once and to be distributed evenly among the undertakings concerned.

The turnover is calculated by reference to the preceding financial year prior to the signing of the concentration agreement, which is generally the accounting period used by the parties according to applicable accounting standards. The figures are based on the parties’ audited financial statements or other reliable financial records for that financial year.

If multiple transactions that do not meet the turnover thresholds are conducted by the same undertakings within two years, such transactions shall be treated as one single concentration. The turnover shall be calculated on the basis of combining the transactions, which means that the turnover of each target shall be included. This mechanism also applies under situations where undertakings implement transactions through other entities that have controlling relationships with them.

The turnover comprises incomes arising from the sale of products and the provision of services in the ordinary course of business, after deducting applicable taxes and surcharges. The China-wide turnover refers to turnover generated from sales to customers located within China, including exports from foreign countries or regions to customers in China. Conversely, sales made from China to customers outside China are excluded. The turnover generated in Hong Kong, Macau and Taiwan is excluded from the calculation of the China-wide turnover.

Special rules apply to the financial industry. In terms of such financial institutions as banks, securities companies, futures companies, fund management companies and insurance companies, ordinary accounting revenue may not reflect their business activities. The calculation shall follow the specific methodologies prescribed in the Measures for Calculating the Turnover for the Notification of Concentrations of Undertakings in the Financial Industry.

China’s merger control regime does not prescribe a mandatory exchange rate for converting turnover from foreign currency into Renminbi (RMB). However, the applicable exchange rate with its source and the calculation method shall be indicated in the notification. It is recommended by SAMR that annual average central parity rate published by the People’s Bank of China for the corresponding financial year be applied.

Both the establishment of a new joint venture and the acquisition of control over an existing business are subject to mandatory notification, under the circumstances where the transaction results in a change of control and satisfies the turnover thresholds. Particularly for the establishment of a new joint venture, it is regarded as a concentration only when the joint venture is controlled by at least two undertakings.

There is no separate threshold, and the form of joint venture is irrelevant. A new joint venture does not have to be full-functional to be notifiable in China. In the calculation of the turnover, not only the joint venture itself, but the undertakings that exercise control over the joint venture shall also be included.

Even if the joint venture has no actual or expected business within China, the obligation to file prior notification will still be triggered as long as the turnover threshold is reached. In this case, parties can notify the transaction as a simplified case, thus promoting the efficiency.

If, with the turnover threshold met, the joint venture is established by competing undertakings solely for the purpose of joint sales, such as fixing prices or dividing the market, such case can still be reviewed under merger control regime, while SAMR will take into considerations the parties’ market power as well as their motives.

If the step-by-step transactions are interrelated and mutually conditional, SAMR will treat the transactions as a single concentration rather than reviewing each stage separately. Therefore, it is sufficient to file a single notification of the overall transaction that meets the turnover thresholds, and all components will be examined in the review. Accordingly, the notification should be filed before implementing the first step of the transaction, with the description of the entire transaction structure and all interrelated steps.

China’s merger control regime does not apply differently to foreign-to-foreign mergers or transactions involving a target or joint venture with no sales, assets, presence or activities in China. The notification obligation is determined solely by reference to whether the transaction constitutes a concentration of undertakings under the AML and satisfies the turnover thresholds.

Numerous foreign-to-foreign transactions have been reviewed by Chinese authorities over the years, where the parties involved had significant turnover generated within China, covering such multiple industrial sectors as software, telecommunications, semiconductors, pharmaceuticals, chemicals and agricultural products.

Transactions involving a target or joint venture with no nexus to China will also be caught by the merger control regime if the jurisdictional thresholds are met by the undertakings concerned. Where the target or the joint venture has no genuine or foreseeable business conducted within China, the risks that the market competition will be negatively impacted are regarded low, and the transaction can be notified as a simplified case.

Undertakings can file the concentrations voluntarily under circumstances where the statutory turnover thresholds are not satisfied. The core issue that shall be considered is whether the transaction has the actual or potential effects to eliminate or restrict the market competition.

Against the backdrop of the geo-political tensions, Chinese authorities have begun to pay a great deal of attention to the security and stability of supply chain. Therefore, transactions that fall within or related to sensitive areas such as semiconductor are suggested to file voluntarily, if the parties hold significant market share globally.

Under the AML, a concentration shall be prohibited if it has the actual or potential effects of eliminating or restricting competition, unless the undertakings concerned can prove that the concentration generates efficiencies that clearly outweigh its anti-competitive effects or that it serves public interest. If a concentration is not prohibited, SAMR may impose remedies to mitigate its anti-competitive effects.

However, it does not necessarily mean that prohibition is preferred over conditional clearance. In Beijing Tobishi Pharmaceutical Co., Ltd. v. SAMR ((2024) Jing 73 Xing Chu No.5180), which was the first judicial decision in China that a merger control decision was challenged before a court, the court held that SAMR has the discretion to assess the effectiveness of proposed remedies and is not required to treat prohibition as a preferred option.

In the substantive review, the following factors are to be taken into account:

• The market shares of the undertakings concerned in the relevant market and their market power;
• The level of concentration in the relevant market;
• The impact on market entry and technological progress;
• The impact on consumers and other relevant undertakings;
• The impact on the development of national economy; and
• Other factors affecting market competition.

SAMR has published guidelines on the review of horizontal and non-horizontal concentrations to further standardise the substantive test. Specifically, unilateral and coordinated effects are weighed against offsetting factors in the analysis:

• Market power is reflected by market share, which is typically calculated based on turnover, and competition structure is described by market concentration, which is generally measured using HHI index or CRn index;
• In horizontal relationships, the focus of the examination is placed on whether the transaction eliminates direct competition within the same market, generating unilateral price increase or quality reduction, or facilitating collusion among competitors;
• In vertical relationships, the emphasis of the assessment is shifted particularly toward whether the undertakings exclude or restrict competition in upstream and downstream markets through input foreclosure, customer foreclosure or access to sensitive information on competition;
• In conglomerate relationships, the attention of the regulator is attracted if an undertakings has the ability and motivation to leverage its market power through such exclusive behaviour as tying, bundling, refusing to deal or reducing interoperability; and
• Anti-competitive effects may be mitigated by such factors as easy market entry, strong buyer power and significant efficiency increase, which shall be proved by the undertakings with adequate evidence.

There are no distinct substantive tests for particular industries. Nevertheless, SAMR adopts a more cautious approach in cases regarding certain special sectors, following sector-specific guidelines issued by the Anti-Monopoly and Anti-Unfair Competition Commission of the State Council. For instance, when it comes to concentrations concerning digital platform, factors taken into account may include the exclusive rights to essential and scarce resources, the ability to control data and data interfaces, the stickiness and multi-homing of users, the frequency and speed of technological innovation, etc.

Competition issues remaining the core focus, certain non-competition factors may also come into play.

The impact of the concentration on the development of national economy is one of the statutory factors for the substantive test. SAMR may consider such elements as the development of emerging sectors with strategic importance, the security of supply chain, the innovation of technology, the upgrade of industry and the protection of private economy. For instance, in conditional clearance cases it is not uncommon to see behavioral remedies such as ensuring access by Chinese customers or supply to Chinese customers under fair, reasonable and non-discriminatory terms.

Public interests broadly cover the facilitation of employment, the promotion of SMEs, the conservation of energy, the protection of environment and the provision of disaster relief and assistance. A concentration with anti-competitive effects may not be prohibited by SAMR if it is proved to be indispensable for substantively promoting public interests.

Bankruptcy constitutes a justification available for undertakings, i.e., the failing firm defense. If the target is facing operational difficulties and will no longer survive in the market without being merged or acquired, the concentration may be approved if there is no alternative solution that causes less harm to market competition.

The information regarding the subsidies provided by domestic or foreign government may be required by SAMR, which will assess the potential adverse impact of such government subsidies on fair competition in the relevant market.

For transactions involving concerns about national security, such as foreign direct investment regarding strategic sectors, critical infrastructures, key technologies, core assets or important financial services, the national security review mechanism will be triggered in addition to the merger control regime.

The decisions issued by SAMR do not expressly cover ancillary restraints, nor do any current anti-monopoly rules or guidelines explicitly define the concept. Therefore, the undertakings concerned are expected to self-assess the provisions concerning ancillary restraints and prevent them from falling under prohibited anti-competitive agreements.

Typically, ancillary restraints, such as non-competition clauses, license agreements or purchase and supply obligations, may be permissive under the circumstance where they are closely linked and objectively necessary to the implementation of a legitimate main transaction, and are proportionate in scope, duration, subject matter and geographic coverage to protect the value of the transferred business.

Under the AML and implementing regulations, there is no specific statutory deadline by which a notification must be submitted. However, because gun-jumping is strictly prohibited in China, the undertakings concerned should set aside sufficient time before eventually closing the transaction to ensure that the formal filing can made and the official decision of clearance can be obtained.

Generally, the notification can only be filed after the concentration agreement is formally signed. In practice, pre-signing notification is unlikely to be accepted by the authorities unless in special circumstances, e.g., public offerings. The notifying parties shall also explain the main terms and conditions to prove the certainty of the transaction. Under such circumstance, the concentration agreement shall be provided for SAMR without delay once it is signed. If the contents of the concentration changes significantly, the notification shall be updated or resubmitted.

Pre-notification discussions with SAMR or the provincial authorities are common and strongly encouraged, particularly for complex transactions, although they are voluntary. The questions discussed shall be directly linked to genuine and relatively certain transactions, and can cover such topics as the thresholds for notification, the documents and materials to be submitted, the definitions of the relevant markets, the standards for simplified cases and the procedures of notification and review. There is no statutory timeframe for pre-notification discussions. Nowadays, as the case handlers are relatively effective, usually the consulting parties can expect a feedback within one or two weeks for straightforward cases.

Pursuant to the AML, there are two phases for the substantive review after the formal acceptance of the documents submitted:

• Preliminary review, which lasts up to thirty calendar days, during which SAMR makes a decision on whether to conduct in-depth review;
• In-depth review, which lasts up to ninety calendar days and can be further extended by sixty calendar days at the longest, during which SAMR determines whether to clear the concentration.

Prior to the formal acceptance, a completeness review of the materials typically takes three to six weeks, which is not included in the statutory review period.

According to the AML, the period of the in-depth review may be extended for up to sixty calendar days under the following circumstances where:

• The notifying parties agree to extend the review period;
• The documents and materials submitted are inaccurate and further verification is needed; or
• Major changes have occurred after the notification was filed.

SAMR may decide to “stop the clock,” which means suspending the calculation of the review period, under the following circumstances where:

• The notifying parties fail to submit the required documents or materials, rendering the review impossible;
• The review cannot be possibly done without verifying a new situation or fact arising in the process that has a significant impact; or
• The notifying parties request suspension of the period during the assessment of restrictive conditions attached to the concentration, and SAMR deems it necessary.

The period resumes on the date when the above circumstances cease to exist, and SAMR shall notify the notifying parties in writing.

The review timetable is reset if the notifying parties withdraw the notification and subsequently file a new notification. The review then begins anew from the start.

The review timetable can be effectively shortened through the fast-track simplified procedure. After the formal acceptance, the summary information of a simplified case will be publicly posted for ten calendar days. If no valid objections are raised, SAMR will usually make an unconditional approval decision within the thirty-day preliminary review period. Transactions typically obtain clearance within two to three weeks after being formally accepted, which is significantly shorter than thirty days. Eligible transactions for simplified procedure include:

• Transactions involving low market shares, i.e., where the undertakings concerned are active in the same relevant market, their combined share is below 15%; where the undertakings concerned are in upstream and downstream markets respectively, each holds a share of below 25%; and where the undertakings concerned are neither in the same market nor vertically related, each holds a share of below 25% in each market related to the transaction;
• Establishment of an offshore joint venture or acquisition of an offshore target or asset, and the joint venture or the target do not engage in any activity in China;
• Concentrations through which a joint venture previously controlled by two or more undertakings is ultimately controlled by one or more of these undertakings, in which case the undertaking acquiring the sole control over the joint venture (if applicable) and the joint venture have a combined market share not exceeding 15% provided they are active in the same relevant market.

However, even if the above criteria are met, the transaction may still be disqualified from applying simplified procedure, due to the difficulties in defining the relevant market, or the potential adverse impact on market entry, technological innovation, consumers or national economic development.

Apart from simplified cases, there is no statutory mechanism for shortening normal review procedures, and SAMR does not accept requests for accelerating the procedure.

In terms of which party has the obligation to file the notification, it is different between merger and other types of concentrations. As for a merger, all undertakings concerned are responsible for the filing. As for other types of concentrations, the undertakings acquiring control or decisive influence are to fulfil the obligation, and other participants shall cooperate.

If multiple undertakings are responsible for the filing, one of them may be jointly appointed to submit the notification, although others are not discharged from the obligation. If the undertakings responsible for the filing fail to notify the transaction, other undertakings concerned may file the notification. The notifying party may file the notification itself or appoint an agent to do so in accordance with law.

Typically, a filing form mainly encompasses:

• Information of the undertakings concerned, including name, address, registration date, listing status, business scope, global and China-wide turnover, affiliated entities within China, and information concerning the ultimate controller;
• Overview of the transaction, including case title, deal structure, deal timeline, deal value, motive alongside economic rationale, market plan, as well as filing status in other jurisdictions; and
• Analysis of competitive effects, including definition of relevant product and geographic market, competition structure, market shares of the undertakings concerned and top competitors, major customers and suppliers of the undertakings concerned, barrier to entry and potential entrants, and efficiency generated by the concentration if any.

Additional information may be required where SAMR considers necessary, particularly when further assessment needs to be conducted to evaluate the competitive impact of complex transactions.

For simplified cases, the filing form is much more streamlined with items reduced. The requirements for competitive analysis are also more lenient. For instance, if the market share of the undertakings concerned, combined or respectively, is less than 5% in each relevant market, and verified data is inaccessible, the notifying parties are permitted to only provide the market shares of the undertakings concerned and the overall market size, while the data of top competitors can be omitted.

The supporting documents that must be submitted by the notifying parties along with the filing form include:

• Power of attorney, if the notifying party authorises an agent, typically a lawyer, to file the notification on its behalf;
• Registration documents, such as certificate of incorporation or business license of the notifying party;
• Financial statements of the undertakings concerned in the preceding financial year;
• Transaction documents, such as merger agreement, share purchase agreement or joint venture contract, which should be executed;
• Statement of authenticity executed by the undertakings concerned, attesting that all the materials submitted are true.

All documents are required to be in their current valid versions, reflecting the latest status at the time of notification. If the original documents are written in a foreign language, a Chinese translation or summary must be submitted along with the original version. For a foreign entity, its certificate of incorporation usually requires additional authentication, e.g., consular legalisation or Hague Apostille.

SAMR does not charge any fees for the filing of notifications. The review of concentrations is considered as a purely free administrative service in China.

A public announcement will be made only for cases reviewed under the simplified procedure. In such cases, a “Public Notice Form for Simplified Cases,” which contains the summary information of the transaction, will be published on the official website of SAMR or the relevant provincial authority if the case is delegated for review.

A case examined through the normal procedure will not be publicly disclosed upon filing. SAMR will only issue the clearance decision that includes the case name, the undertakings concerned and the clearance date, unless in conditional clearance or prohibition decisions in which competition analysis will be published in full length.

Typically, in a normal procedure case, SAMR may solicit opinions from third parties such as other government departments, industry associations, competitors, suppliers, customers, experts and scholars by such means as written requests, symposiums, seminars, questionnaire surveys, consultations and field investigations.

In terms of simplified cases, SAMR or the delegated provincial authorities will publish the “Public Notice Form” on their official websites for a ten-day comment period to solicit public opinions. Any third party can raise objections during the time window and SAMR has the discretion to determine whether to investigate into such objections.

Apart from the “Public Notice Form for Simplified Cases” and the ultimate decision, SAMR does not publish any materials relevant to the notified concentration, including filing form, supporting documents and other submissions made by the undertakings concerned. Typically an ultimate decision only has the case name, the undertakings concerned and the clearance date, unless in conditional clearance or prohibition decisions in which competition analysis will be published in full length.

For the purpose of opinion solicitation, SAMR will provide a non-confidential version of filing materials to the third parties consulted. The notifying parties should mark the confidential information in their notification documents pursuant to SAMR’s guideline rules.

China has signed more than 50 cooperation agreements, memoranda of understanding, and joint statements with antitrust authorities from more than 30 jurisdictions including US, EU, Russia, UK, Japan, South Korea, Brazil, Canada and South Africa. These documents provide frameworks for information exchange, policy dialogue and technical cooperation.

To facilitate parallel reviews, the parties of cross-border transactions are encouraged to grant a waiver to the sharing of confidential information between antitrust authorities.

SAMR accepts structural, behavioural or hybrid remedies. Specifically:

• Structural remedies generally refer to divestment. The divested entity may be a subsidiary, branch or business unit of the undertakings concerned. The divested business shall possess all elements necessary for competing effectively in the relevant market, including tangible and intangible assets, equity interests, key personnel, customer agreements and supply agreements;
• Behavioural remedies include but are not limited to granting access to infrastructures such as networks or platforms, licensing key technologies, terminating exclusive agreements, maintaining independent operations, modifying platform rules or algorithms, or ensuring compatibility and interoperability. The principle of fair, reasonable and non-discrimination (FRAND) is also emphasised; and
• Hybrid remedies are a combination of structural and behavioural measures. For example, structural divestitures may be complemented by obligations to license technology or maintain open access to essential facilities.

In practice, the selection of remedies depends on the specific facts of the transaction and the potential anti-competitive effects identified in the review. China is different from major jurisdictions where structural remedies serve as the primary option, such as US and EU. Apart from structural remedies, SAMR has always been imposing behavioural remedies extensively in its conditional clearance decisions. Even in some cases, purely behavioural remedies are adopted to address the competition concerns.

However, there are still detailed rules in place for divestment remedies. The “fix-it-first” requirement is not automatic. The divesting party shall, within the time limit specified in the decision, find a suitable buyer, sign a sale agreement and complete the divestment upon the approval of SAMR. If the divestment period is not mentioned in the decision, the divesting party shall find an appropriate buyer and sign a sale agreement within six months from the date the decision is made.

The buyer of the divested business shall be approved by SAMR as suitable and shall fulfil the following requirements:

• Being independent from the undertakings concerned;
• Possessing necessary resources and capabilities, and willing to participate in the market competition through the divested business;
• Obtaining applicable approval from other regulatory authorities;
• Not financing the purchase of the divested business through funds provided by the undertakings concerned; and
• Other requirements proposed by SAMR based on the specific circumstances of the case.

Where a purchase of the divested business approved by SAMR satisfies the notification thresholds, the undertaking which acquires the control shall notify the transaction as a separate concentration of undertakings.

It is not mandatory for the undertakings concerned to propose remedies in the initial filing. The timing for triggering the remedy negotiations is not statutorily fixed and is determined on a case-by-case basis. If potential competition concerns are identified by SAMR during the review, the undertakings, for the purpose of securing the clearance decision, may submit a remedy proposal to mitigate the possible anti-competitive effects. If the substantive concerns are foreseeable, the undertakings can even begin to engage with SAMR before they are formally raised, so as to allow for more time to deliberate on remedies and commitments.

The process of negotiations can be time-consuming, possibly including multiple rounds of consultations between the parties and SAMR as well as multiple submissions of modifications to the proposed remedies by the parties in response to the requests from SAMR. A market test may also be conducted by SAMR seeking opinions from such relevant stakeholders as other government departments, industry associations, relevant market participants, experts and scholars to evaluate whether the proposed remedies are effective, workable, enforceable and acceptable, which is typically confidential.

SAMR may consider remedies accepted in other jurisdictions, which, however, are not recognised automatically. Because the core purpose of China’s merger control is to address the actual or potential competition concerns in the domestic market of China, SAMR will independently assess the impact of the transaction on the market competition within China and decide whether specific remedies should be tailored for the Chinese market.

Under the AML, violations of the notification obligation or the review decisions may result in serious legal consequences. If an illegal concentration does not have anti-competitive effects, SAMR may impose a fine of up to CNY 5 million yuan. If an illegal concentration has actual or potential effects of eliminating or restricting the market competition, SAMR is empowered to order the breaching parties to take such necessary measures to restore the market to the state prior to the concentration as ceasing the implementation of the concentration, disposing of shares or assets and transferring business, as well as to impose a fine of up to 10% of the undertakings’ turnover in the preceding year. However, the AML does not provide criminal penalties.

In 2025, SAMR released a guidance on fine latitude, specifying the aggravating factors and mitigating factors of determining the fine amount.

In practice, penalties have been routinely imposed, especially since SAMR has taken a stricter stance on gun-jumping after the revision of the AML in 2022. In cases of merger, all parties involved are subject to administrative penalties. As for other types of concentrations, fines will be imposed on the parties who acquire control or decisive influence. There is no exception or differential treatment for foreign-to-foreign transactions that are implemented illegally, and the standards of the penalties imposed are the same as those for domestic transactions. SAMR has fined many multinational undertakings for failing to notify acquisitions of offshore targets with limited or no nexus to China.

Pursuant to the AML, where an undertaking refuses to provide relevant materials, provides false information, conceals, destroys or transfers evidence, or engages in any other conduct that obstructs the review, not only the undertaking concerned, but also individual related shall be penalised.

Specifically, SAMR may order the undertaking to rectify its improper conduct, and impose a fine of up to 1% of its turnover in the preceding year. If the undertaking had no turnover in the preceding year or the relevant turnover is difficult to calculate, a fine of up to CNY 5 million yuan may be imposed. Individuals who are directly responsible, such as directors or managers, may be subject to a fine of up to CNY 500,000 yuan.

Decisions issued by SAMR regarding merger control can be appealed to a court. However, as is stipulated in the AML, if a party is dissatisfied with a decision, it shall first apply for administrative reconsideration. Only if the party is still dissatisfied with the reconsideration decision, it may initiate an administrative lawsuit.

China adopts a two-instance final adjudication system. Lawsuits against SAMR decisions are initially heard by Beijing Intellectual Property Court as the court of first instance. If the party is dissatisfied with the first-instance judgement, it may file an appeal to the Intellectual Property Tribunal of the Supreme People’s Court.

According to the Administrative Litigation Law, the person to whom an administrative act is addressed, and other citizens, legal persons or other organisations that have interests in the administrative act, shall have the right to bring a lawsuit, if they believe that the administrative act has affected their rights and interests. In Beijing Tobishi Pharmaceutical Co., Ltd. v. SAMR ((2024) Jing 73 Xing Chu No.5180), Beijing Intellectual Property Court clarified under what context a merger control decision may be challenged by the transaction parties. Generally, if SAMR clears the concentration unconditionally, the undertakings concerned don’t have standing, since such a decision does not adversely impact their rights and interests. If SAMR prohibits the concentration or approves the concentration with remedies, they are eligible to initiate an administrative lawsuit, because they are directly affected by the decision.

However, as for third parties that do not participate in the transaction, Chinese law and judicial practice remain unclear as to whether, and under what circumstances, they have standing to challenge merger control decisions.

The appeal shall be filed within 15 calendar days from the date on which the reconsideration decision is served. In practice, the duration of the lawsuit may vary from several months to over a year, depending on the complexity of the case and the court’s schedule.

1. Enforcement

SAMR is increasingly active in investigating concentrations that do not meet the turnover thresholds. This is particularly relevant to sensitive sectors such as high technologies, digital platforms, semiconductors and pharmaceuticals.

2. Procedure

To enhance the efficiency and quality of the review, starting from August 1, 2022, SAMR has officially delegated the review of simplified cases to the authorities for market regulation of five provinces or municipalities, which are Beijing, Shanghai, Guangdong, Chongqing and Shaanxi. The scope of the delegation has been further expanded from August 1, 2026. On the one hand, the original five provincial authorities are delegated to review certain types of non-simplified cases. And on the other hand, authorities of Liaoning, Zhejiang and Sichuan are additionally delegated to review simplified cases.

3. Substantive Assessment

From 2023 to 2025, SAMR successively issued the Guidelines for Anti-Monopoly Compliance in Concentrations of Undertakings, the Guidelines for the Review of Horizontal Concentrations of Undertakings and the Guidelines for the Review of Non-Horizontal Concentrations of Undertakings, establishing a theoretical system and analytical framework for merger control. Thereby, the examination of the cases notified has become more sophisticated and standardised.

It is recently disclosed that SAMR is currently formulating detailed operational rules regarding the exercise of its call-in power to intervene in concentrations below the turnover thresholds. As SAMR has accumulated experience in its review of below-threshold concentrations in recent years and expect to receive more such cases, the new rule may help SAMR in properly identifying concentrations that are likely to have negative impacts on the market competition, such as killer acquisitions in sectors concerning fast-growing technologies or input and customer foreclosure in markets with vertical relationships.