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[null,"Prepared By:","Contributors:"]
[null,"JunHe LLP","Mingfang Gong"]
[]
[]
[]
["Lex Mundi Global Merger Notification Guide"]
[]
["Report Generated: 11/19/2025"]
[]
["View your report results on next tab"]

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["Question","China"]
["Lex Mundi Merger Notification"]
["Is there a regulatory regime applicable to mergers and similar transactions?","Yes. The merger control regime is set forth in the \nChina Antimonopoly Law (\"\nAML\") and relevant provisions. \n"]
["Identify the applicable national regulatory agency/agencies.","The national regulatory agency is the \nState Administration of Market Regulation (\"\nSAMR”). For the sake of completeness, \nSAMR launched a pilot program on 1 August 2022, delegating its merger review power for simplified procedure cases to the provincial Administration for Market Regulation (“\nlocal AMR”) in Beijing, Shanghai, Guangdong, Chongqing and Shaanxi for three years (to be ended on 31 July 2025).\n"]
["Is there a supranational regulatory agency (e.g., the European Commission) that has, or may have exclusive competence? If so, indicate.","No, there is not a supranational agency that has, or may have exclusive competence. \n"]
["Are there merger filing requirements? If so, where are they set out?","Yes. The merger filing requirements are set out in the \nAML and the \nProvisions on the Review of Concentrations of Business Operators (\"\nReview of Concentration Provision”). Filing thresholds are also set forth in the \nProvisions of the State Council on Thresholds for Prior Notification of Concentrations of Business Operators (\"\nFiling Thresholds Provision”).\n"]
["What kinds of transactions are \"caught\" by the national rules? (Identify any notable exceptions.)"," Under the AM L , the following types of transactions will be deemed a “concentration of business operators” and caught by the merger control regime: \n \n a merger; \n an acquisition of control of another party through an asset or equity acquisition; and \n possession of control or “decisive influence” over another party by contract or otherwise. \n \n The new establishment of a jointly-controlled joint venture falls within the scope of scenario 3 and is also caught by the AML .  "]
["Is notification required for minority investments?","If the minority shareholder has gained control over the other business operator, the minority investment will constitute a \"concentration\" and a notification will be required if the relevant turnover thresholds are met. \n"]
["Are foreign-to-foreign transactions captured by the merger control regime, and is there a local effects test?","Yes, foreign-to-foreign transactions are captured as long as such transactions meet the local nexus test. The local nexus test requires that the China and global turnover of the parties to the concentration meet the filing thresholds. \n"]
["What are the relevant thresholds for notification?"," A Concentration that meets one of the following thresholds will trigger the filing obligation: \n \n The combined worldwide turnover of all the business operators concerned in the preceding financial year is more than RMB 12 billion, and the nationwide turnover within China of each of at least two of the business operators concerned in the preceding financial year is more than RMB 800 million; or \n The combined nationwide turnover within China of all the business operators concerned in the preceding financial year is more than RMB 4 billion, and the nationwide turnover within China of each of at least two of the business operators concerned in the preceding financial year is more than RMB 800 million.  \n "]
["Is the filing voluntary or mandatory?","The filing is mandatory to the extent that the filing thresholds are met. \n"]
["Provide the time in which a filing must be made.","Notifiable transactions are subject to pre-closing filings. The filings must be made after the formal transaction documents are executed (except for certain scenarios, such as a transaction in the way of tender offer) and clearance must be obtained prior to closing. \n"]
["Is there an automatic waiting period? If so, please specify.","Legally speaking, there is an automatic waiting period but in practice, formal decisions will be issued at the expiry of the review period. \n"]
["What are the form and content of the initial filing?","The filing should be made via the online filing system in the form of a \"Notification Form\". The \"Notification Form\" requires extensive information/documents, such as general information about the parties, information of shareholders and ultimate controller, information on affiliated companies information regarding the transaction (such as transaction value, transaction description, transaction structure, and rationale of the transaction), information on the relevant market including the relevant market definition, market situation and the effects of the merger, and efficiencies, among other details.\nThere is a short form notification (a notification requiring less detailed information where competition issues are unlikely). \n"]
["Are filing fees required?","No, there are not filing fees. \n"]
["Please provide an overview of the merger review process. Are there time limits within which the regulatory agency must act? Can they be shortened by the parties or be extended by the regulatory agency?","The \nAML stipulates three phases of the review period as a preliminary review period (“Phase I”), a further review period (“Phase II”) and a 60-calendar-day extended review period (“Phase III”).\nThe time limit of Phase I is 30 calendar days, during which the authority shall conduct a preliminary review of the filing materials and decide whether to conduct a further review by or before the end of Phase I.\nThe time limit of Phase II is 90 calendar days. If a further review is decided, the authority shall complete the review by or before the end of Phase II.\nUnder certain circumstances where the review cannot be completed within Phase II, the review period may be extended for another 60 calendar days (Phase III). The authority shall complete the review by or before the end of Phase III.\nThere is no further extension permitted by the \nAML beyond Phase III.  The authority will stop the clock under certain circumstances, and the review will only be resumed once such circumstances for suspension are eliminated. There is no statutory time limit on the period of suspension.\nIt is worth noting that the submission of the filing materials to the authority does not mean that the Phase I review period starts immediately. There is a preliminary review period after the initial submission and before the start of Phase I, during which the authority will check and confirm the completeness of the filing materials. There is no statutory time limit on such a preliminary review period.\nThe review can be completed at any time within the review period.\n"]
["What is the substantive test for clearance?"," The test is whether a proposed merger or acquisition has a substantial anticompetitive effect on any relevant market.  \n Depending on the specific circumstances and characteristics of a concentration of business operators, the following factors shall be taken into consideration comprehensively when reviewing the concentration: \n \n The market shares of the business operators participating in the concentration in the relevant market and their market power in the relevant market; \n The degree of market concentration in the relevant market; \n Impact of the concentration on market entry and technology progress; \n Impact of the concentration on the consumers and other business operators; \n Impact of the concentration on the national economic development.  \n \n To assess whether a concentration may affect the market competition, the ability, motive and possibility of relevant business operators to exclude or restrict competition solely or jointly may also be considered. And the following factors shall be taken into consideration comprehensively when assessing whether the business operators participating in the concentration would obtain or reinforce their market power:  \n \n The market share of business operators participating in the concentration in the relevant market and the competition status of the related market; \n The substitution level of the products or services of the business operators participating in the concentration; \n Production capacities of the business operators in the relevant market that are not participating in the concentration, and the substitution level between the products or services of the non-participating business operators and those of the participating business operators; \n The ability of the business operators participating in the concentration to control the sales market or the raw material procurement market; \n The ability of the customers of the business operators participating in the concentration to switch suppliers; \n The financial strength and technical capabilities of the business operators participating in the concentration; and \n Purchasing power of the downstream customers of business operators participating in the concentration. The anti-competitive effects can be rebutted by “efficiency”, \"countervailing buyer power\" or “failing firm” arguments but is difficult in practice. \n "]
["What decisions can the agency make in relation to a notified merger (e.g. approval, approval with conditions or prohibition)?","The authority may grant unconditional clearance, conditional clearance (i.e. subject to remedies), or prohibit the transaction.\n"]
["Can parties proactively offer commitments to the agency to remedy identified competition concerns?","Yes, early engagement with the authority on remedies is allowed. In cases where there are severe substantial concerns, some parties choose to discuss the possible level of remedies with the authority early on.\n"]
["Describe the sanctions for not filing or filing an incorrect/incomplete notification.","Sanctions for not filing: pursuant to\n Article 58 of the \nAML, for the concentration that has no effect of eliminating or restricting competition, the parties will be imposed a fine of up to RMB 5 million. For the concentration that has or may have the effect of eliminating or restricting competition, the transaction parties will be ordered to stop the concentration, dispose of shares or assets, or transfer the business or adopt other necessary measures to restore the market situation before the concentration within a time limit, and will be imposed a fine of not more than 10% of its sales amount in the previous year. There are no sanctions for the individuals. There are no sanctions for filing an incorrect/incomplete notification. \n"]
["Describe the penalties applicable to the implementation of a merger before clearance or of a prohibited merger.","The penalties are the same as those for not filing. Having said so, according to the Benchmarks for Discretionary Administrative Penalties for Illegal Implementation of Operator Concentration, implementation of a prohibited merger will be directly fined 10% of the operator’s sales in the previous year.\n"]
["Can the agency review and/or challenge mergers that are not notifiable?","Yes. If there is evidence proving that the concentration has or may have the effect of eliminating or restricting competition, the authority is entitled to require the parties to make the filing in written form. If the concentration has not been implemented, the parties shall not implement the concentration before making filing and obtaining approval from the authority. if the concentration has been implemented, the parties shall make a declaration within 120 days of the date of receipt of the written notice, and take necessary measures such as suspending the implementation of the concentration to reduce the adverse effects of the concentration on competition. In practice, the authority may not actively review or challenge mergers that are not notifiable but will initiate formal/informal investigations upon third-party complaints. \n"]
["Describe the procedures if the agency wants to challenge an unnotified transaction.","For a transaction that meets the filing thresholds or the filing is required by the authority in written form but fails to file before implementation, the authority shall initiate an investigation subject to preliminary facts and evidence, and order the parties to submit documents and materials relating to whether the transaction constitutes a concentration, whether the concentration reaches the filing thresholds, whether the concentration has been filed, and whether the concentration has been implemented in violation of the law within 30 calendar days. The authority shall complete the preliminary investigation into whether the transaction under investigation is a concentration of business operators that has been illegally implemented within 30 days from the date of receiving the above documents and materials.  If it is determined that the concerned concentration has been implemented illegally, the authority shall decide to carry out further investigation within the time limit of 120 calendar days.\n"]
["Describe, briefly, your assessment of the regulatory agency's current attitudes/activities, including enforcement trends and recent developments.","More dedicated review:SAMR released the \nReview Guideline for Horizontal Merger in 2024, providing more details, including quantitative standards on review of merger filings concerning horizontal overlap among the parties concerned. Detailed review guideline indicates the overall trend of dedicated and standard review of merger filings in China, which simultaneously provides more predictability and transparency for the applicants.\nAdoption of the stop-the-clock mechanism: Since the amended \nAML took effect in August 2022 until now, \nSAMR has adopted the stop-the-clock mechanism in multiple cases. For instance, in JX Metal/Tatsuta, the clock was stopped for 332 days; in Broadcom/VMware, the clock was stopped for 53 days; in Simcere/Tobishi, the clock was stopped for 149 days; in MaxLinear/ Silicon Motion, the clock was stopped for 189 days.\nImplementation of the call-in power: China is also implementing the call-in power introduced in the AML amended in 2022. Though not officially publicized, it is reported that SAMR called in some transactions, such as Ansys/Synopsys.\n"]
["Other important/notable information:","It is reported that \nSAMR is currently consulting for comments on the \nReview Guideline for Non-horizontal Mergers, which is expected to be released soon.\n"]