1. What is the current legal landscape for your practice area in your jurisdiction?

China’s competition law regime has grown increasingly sophisticated following the amendment of the Anti-Monopoly Law (“AML”) in 2022, combining competition policy with objectives such as protecting consumers, promoting innovation and maintaining a unified national market.

1. Legal Framework and Enforcement Authorities

The AML is the primary legislation regulating three categories of conduct by businesses, including concentrations of undertakings, monopoly agreements and abuse of market dominance. It has extraterritorial reach where a conduct outside China produces effects of eliminating or restricting competition in Chinese market. The legal framework was further developed through the implementing regulations covering each category, as well as sector-specific guidelines.

The State Administration for Market Regulation (“SAMR”) is the central anti-monopoly enforcement authority. Provincial authorities for market regulation are authorized by SAMR to investigate into regional cases of monopoly agreement or abuse of market dominance, while SAMR retains the jurisdiction over cross-provincial, complex or nationally significant matters. The jurisdiction to make merger control decisions still remains with SAMR, although the review process of certain concentrations can be delegated to eight provincial authorities.

2. Merger Control

China adopts a mandatory, suspensory merger control regime. According to the AML, a concentration refers to a merger, an acquisition of equity or assets resulting in the change of control, or a contractual arrangement conferring control or decisive influence. A concentration meeting the turnover thresholds must be notified to SAMR before implementation, and a concentration falling below the turnover thresholds may also be investigated where there is evidence showing that it is likely to eliminate or restrict market competition. After the substantive review, SAMR may clear a transaction unconditionally, prohibit it, or impose remedies where necessary to address competition concerns.

3. Monopoly Agreements with Horizontal or Vertical Restraints

Horizontal restraints primarily include such conduct as fixing prices, restricting production, dividing market, limiting new technology and boycotting trading jointly, which are deemed illegal per se. There is no “safe harbour” available. Regulatory authorities also pay close attention to covert collusion, such as hub-and-spoke scenario.

Vertical restraints principally refer to resale price maintenance (“RPM”). Forms of RPM includes fixing resale prices and imposing minimum resale prices, which are usually presumed illegal, unless parties concerned can prove that the agreement has no actual or potential anti-competitive effects. Different from horizontal restraints, vertical arrangements will be exempted if they are implemented by parties with relatively low market shares.

Monopoly agreements will not be prohibited if it can be proved that they are reached to improve technology, develop new products, enhance product quality, strengthen the competitiveness of SMEs or achieve public interests, without seriously restricting market competition and while allowing consumers to share benefits. In practice, however, the thresholds for securing such exemptions are extremely high.

4. Abuse of Dominant Market Position

An undertaking will not violate the AML merely because it has market dominance. Rather, unjustified abuse of such dominance is prohibited, including unfair pricing, predatory pricing, refusal to deal, exclusive dealing, tying, unreasonable trading condition and discriminatory treatment. The AML expressly provides that data, algorithms, technology and platform rules cannot be used to implement such abuses. Dominance is assessed by reference to such factors as market share, competitive conditions, control over upstream or downstream markets, financial and technological strength, counterparty dependence and entry barriers. Statutory presumptions may arise at certain specified market share levels, e.g., 50% for a single undertaking in the relevant market. It can be rebutted by evidence showing that the undertaking is not in fact dominant.

2. What three essential pieces of advice would you give to clients involved in your practice area matters?

First, stay vigilant against high-exposure antitrust risks. The container cartel case is an important warning, where the US Department of Justice charged four major Chinese container manufacturers and several executives with allegedly conspiring to restrict production and raise prices during the pandemic. This case demonstrates how antitrust risks can extend across borders and across entire business operations. Therefore, companies are advised to screen from time to time traditional antitrust risks such as cartel and PRM. Inappropriate interactions with competitors in the same relevant market or partners in the upstream or downstream market can expose companies to serious legal consequences and repercussions around the world.

Second, identify risks at early stage. We suggest that companies involve competition counsel as early as business planning stage before entering into major transactions or commercial arrangements. This should apply not only to M&A transactions, but also to distribution agreements, exclusivity arrangements, licensing structures, pricing policies, strategic cooperation, etc.

Specifically, for a concentration, the parties should meticulously consider whether the transaction may be required to be notified in China or other jurisdictions, and whether it is likely to have adverse impacts on competition in relevant market. A concentration that is commercially attractive but delayed, conditioned or prohibited by regulatory authorities may fundamentally change its value.

For vertical arrangements agreed between upstream and downstream partners or business approaches designed by companies with market dominance, assessment of antitrust compliance risks should also start early with full visibility of commercial object, proposed structure, market context and likely duration and scope. If heightened risks are indicated, detailed reviews should be conducted and necessary adjustments be made before the ultimate implementation.

Third, establish a compliance program. For companies, competition law compliance should be embedded in ordinary business processes and decision-making, rather than being left to the legal department as an afterthought. We highly recommend antitrust compliance as a systematic strategy and to establish a comprehensive compliance program. Typically, such a program should incorporate coherent compliance guidelines, periodic risk assessments, appropriate monitoring and record-keeping, internal reporting channels, regular training for management and employees, and emergency plans to responding to potential violations or regulatory investigations.

3. What are the greatest threats and opportunities in your practice area law in the next 12 months?

On July 25, 2026, SAMR imposed a harsh penalty of RMB 5.179 billion on Trip.com Group, the operator of China’s largest online travel platform, for abusing its dominant market position. The violations include “most-favored-nation” (MFN) lowest-price and price algorithms that are accused for the first time in China under the e-commerce context. This case reveals that the regulator is becoming stricter and more sophisticated, with its attention notably shifted to the entire ecosystem of traffic allocation, pricing algorithms and incentive structures that produce de facto anti-competitive effects.

At the same time, SAMR is constantly modifying its enforcement rules and compliance guidelines. For instance, the 2025 amendment of the Provisions on Prohibiting Monopoly Agreements stipulated specific safe harbour for the exemption of vertical arrangements, which include thresholds of both market shares and turnover. The antitrust authorities in China have never penalized any vertical restraints that are not related to RPM, and even the enforcement against RPM has been rare in recent year. With the enactment of safe harbour rules, it is reasonably expected that vertical restraints would be increasingly looked into. Another example is that the 2022 amendment of the AML expanded SAMR’s ability to call in below-threshold concentrations, and detailed rules regarding the exercise of such power has been under formulation. With new rules issued, regulatory certainty and compliance costs may increase for companies.

Additionally, for companies pursuing overseas businesses, increasingly intensified cross-border regulation and potential conflicts between different jurisdictions pose significant challenges. JD.com’s acquisition of German retailer CECONOMY may be an illustrative example. The transaction triggered an in-depth investigation under the EU foreign subsidy regulation (“FSR”), followed by an order from China’s Ministry of Justice denouncing the probe as unlawful extraterritorial jurisdiction and barring organizations and individuals from assisting or complying with EU’s requests. The case exemplifies the perplexing multi-jurisdictional and cross-regulatory compliance risks, coexisting threats and opportunities inherent in a volatile global market.

4. How do you ensure high client satisfaction levels are maintained by your practice?

We align legal advice with clients’ commercial objectives. Where it is not clear whether certain behaviour will be prohibited or not, we seek to understand clients’ overall business goals, evaluate antitrust compliance risks and provide specific recommendations on commercial strategy, regulatory concerns and potential solutions. By accurately tailoring advice to clients’ business priorities, we help the client make informed decisions with visibility into entailed risks.

Equally important is meticulous project management and proactive communication. We ensure that every matter is managed through detailed timelines, early identification of regulatory concerns, clear allocation of responsibilities and regular progress updates. This transparent and predictable approach reduces uncertainty and enables clients to plan their business activities more effectively.

Finally, we believe that long-term client satisfaction depends on consistently delivering high-quality services and building trusted relationships. By combining professional excellence with commercial awareness, strong responsiveness, and continuous improvement, we aim not only to implement the current business plans successfully, but also to become a trusted adviser whom clients rely on for future business arrangements.

5. What technological advancements are reshaping your practice area law and how can clients benefit from them?

The rapid adoption of artificial intelligence (“AI”), advanced data analytics, and legal technology is transforming the practical field of competition law. These tools help to review large volumes of documents and identify antitrust risks with greater efficiency and accuracy.

Currently, companies are incorporating AI into the infrastructure of their legal department. Typically, in-house counsels begin by developing knowledge bases and skills specilised in reviewing and archiving business-related documents, such as agreements, financial statements, invoices, etc. Correspondingly, we co-create with our clients in identifying the scenarios where AI is most suitable to play out and in developing and deploying AI tools. Meanwhile, where AI falls short, we are still prepared to give the clients more targeted advice concerning more robust risk assessments and more evidence-based strategies to cope with potential regulatory issues.

6. Describe a particularly interesting or complex matter you have advised on recently, and explain the challenges involved, your approach, and the outcome achieved for the client?

We successfully assisted one of our clients, a Chinese company, in responding to an antitrust request for information (“RFI”) by the European Commission (“Commission”) by applying the Data Security Law of the PRC (“DSL”).

In late 2021, the client received an RFI from the Commission, indicating that the Commission was conducting an antitrust investigation into one of the client’s suppliers and requiring the client to provide relevant materials in accordance with EU laws. However, due to confidentiality clauses stipulated in contracts and other business considerations, the client might not be able to provide the requested materials on time, which could potentially lead to hefty fines for violating EU laws.

Our analysis showed that, if the client had provided the requested materials to the Commission, it might violate the relevant provisions of the DSL, which newly came into effect on September 1, 2021. Based on this conclusion, we communicated the client’s legal dilemma to the Commission, while actively consulted multiple Chinese authorities with potential jurisdiction over the cross-border data transfer permit, thereby effectively managing expectations and obtaining alignment across both jurisdictions.

The Commission ultimately accepted the client’s legal position of not providing the requested materials due to the restrictions of the DSL and didn’t make adverse decision against the client for its non-production.