China

The legislation governing merger control in China is the Anti-Monopoly Law of the People’s Republic of China (AML), which came into force in 2008 and was revised in 2022. The AML provides the substantive test and procedural framework for the review of mergers and acquisitions that may restrict or eliminate competition. It is supplemented by implementing regulations and guidelines, including the Provisions on the Review of Concentrations of Undertakings (2023), which set out filing and review procedures; the Provisions of the State Council on the Standard for Declaration of Concentration of Undertakings (2024), which define turnover thresholds. Guidance notes issued by the State Administration for Market Regulation (SAMR) further detail simplified procedures, notification requirements, and remedy enforcement.

China operates a mandatory and suspensory merger control regime. Transactions that qualify as a “concentration of undertakings” and meet the notification thresholds must be filed with SAMR before implementation. The regime imposes an automatic standstill obligation.

Merger control in China is administered by SAMR, which acts as both the investigator and the decision-maker. SAMR is responsible for antitrust enforcement. Within SAMR, the Anti-Monopoly Enforcement Department II handles merger review. SAMR’s decisions are administrative in nature and may be challenged through administrative reconsideration within SAMR and, subsequently, through judicial review before the people’s courts.

The AML applies to all sectors of the economy, covering both domestic and foreign-invested enterprises. There are no specific sectoral merger control regimes, but transactions involving certain industries, such as finance, telecommunications, energy, and transportation, may face separate regulatory approvals in addition to merger review. China also maintains foreign investment and national security review mechanisms, which can run parallel to merger review.

China’s merger control regime operates solely at the national level and is not part of any supranational framework. However, within China SAMR has delegated certain functions to certain provincial branches, allowing these regional authorities to handle certain straightforward merger filings under SAMR’s supervision to improve efficiencies. The delegation does not constitute a separate regime but is part of the unified national merger control system.

SAMR cooperates extensively with both domestic and foreign competition authorities. These arrangements enable information exchange and coordination on cross-border transactions, particularly regarding market definition, economic analysis, and remedy design. On the domestic side, SAMR coordinates with other government bodies such as Ministry of Commerce (MOFCOM) and National Development and Reform Commission (NDRC), and sectoral regulators when transactions raise issues of industrial policy, national security, or market supervision.

Several reforms are underway to further modernize China’s merger control framework. The 2024 revision of the notification thresholds allows SAMR to adjust the filing criteria in line with economic conditions, suggesting a more dynamic approach to regulation in the future. In addition, SAMR is in the process of formulating supporting rules, including the Guidelines on Merger Filing Requirements and a Work Manual for Review of Concentration of Undertakings by Provincial Administration for Market Regulation, aimed at enhancing the consistency and standardization of review practices.

The AML defines a concentration of undertakings as the merger of undertakings, the acquisition of control over other undertakings through equity or asset transactions, or the acquisition of control or decisive influence over other undertakings through contracts or other means. SAMR interprets control broadly to include both positive and negative control, legal and de facto control, considering legal rights and the actual ability to influence an undertaking’s strategic or commercial decisions. Factors considered include voting rights, board representation, appointment and removal of senior management, veto rights over the budget or business plan, and other arrangements suggesting decisive influence. Considering SAMR’s broad discretion, the factors listed above are not exhaustive.

Minority acquisitions can be caught if the buyer gains veto rights over key strategic decisions or other influence that equates to joint or sole control. There is no formal minimum shareholding threshold, but SAMR has reviewed acquisitions involving holdings well below 50% where strategic veto rights were present. However, a minority shareholding that confers only “investor protection” rights, such as approval of corporate charter changes, capital increases, or liquidation, is generally not treated as control. Rights to license key intellectual property, veto the budget or business plan and significant commercial transactions, or object to management appointments are more likely to give rise to control.

Temporary changes in control may be regarded as concentrations under the AML as there is no exemption — an assessment shall be conducted on a case-by-case basis.

A broad range of transaction structures fall within the scope of China’s merger control regime. These include mergers, acquisitions of shares or assets, joint ventures, and other arrangements (such as those undertaken through options, convertible instruments, or trust structures) that lead to an acquisition of or change of control. As noted in Question 2.2 above, acquisitions of minority stakes are notifiable if they confer control or decisive influence. Asset acquisitions are treated as concentrations when they amount to the acquisition of a business as a going concern, that is, assets that enable the buyer to carry on an independent economic activity. The purchase of isolated assets without such characteristics is not subject to notification. Acqui-hire transactions may be caught if they involve the transfer of essential tangible or intangible assets constituting a functioning business.

The establishment or acquisition of a joint venture is subject to merger control if the joint venture is jointly controlled by two or more undertakings and meets the relevant thresholds. The regime does not distinguish between full-function and non-full-function joint ventures as under the EU framework. Joint ventures that are controlled by a single parent usually fall outside the merger control framework but may still be assessed under the AML’s general provisions.

(a) Sequence of transactions between the same parties

Where the same undertakings implement multiple transactions within a two-year period that individually fall below the thresholds, they may be deemed as one single concentration. Such transactions should be aggregated with the concentration date determined by the last transaction and the turnover assessment on a combined basis.

In practice, SAMR also treats a step-by-step acquisition in which the steps are interrelated, mutually conditional, and ultimately result in one undertaking (or its affiliates) acquiring control over the target, as a single concentration. In such circumstances, the notification obligation arises before the implementation of the first step, and failure to notify may constitute gun-jumping.

(b) Interrelated transactions between different parties

Closely related transactions (e.g. inter-conditional acquisitions, asset swaps, or coordinated transactions forming part of the same economic arrangement) may also be treated as a single concentration if they pursue the same ultimate change of control or economic purpose. Key factors include contractual or economic links, conditionality, and whether the transactions lead to an integrated change in control.

Where such interdependence exists, transactions are reviewed together; otherwise, independent transactions with different purposes are assessed separately.

The jurisdictional thresholds are turnover-based. Notification is required where a transaction constitutes a concentration and meets either of two alternative thresholds:

• combined worldwide turnover exceeds CNY 12 billion, with at least two undertakings each generating over CNY 800 million in China; or
• combined China turnover exceeds CNY 4 billion, with at least two undertakings each generating over CNY 800 million in China.

The thresholds are alternative, not cumulative. There are no sector-specific thresholds. SAMR has the authority to adjust thresholds in line with economic conditions, without a fixed review cycle.

Turnover is the key jurisdictional criterion, and its calculation follows Article 10 of the Provisions on the Review of Concentrations of Undertakings:

• The turnover of the undertaking includes the total turnover of that undertaking and all entities under its direct or indirect control as of the filing date, excluding intra-group transactions to avoid double counting.
• Where only part of an undertaking is acquired and the seller ceases to control post-transaction, only the turnover attributable to the transferred business is included.
• Where an undertaking is jointly controlled, directly or indirectly, its turnover is included in full but allocated equally among the controlling undertakings for calculation purposes, and counted only once.

Geographically, turnover in China covers sales of goods and services to customers located in China, including imports into China, but excludes exports from China. Intra-group sales are excluded. The relevant reference period is the financial year preceding the signing of the concentration agreement.

Special rules apply to financial institutions (including banks, insurers, securities and futures firms), whose turnover is calculated in accordance with the Measures on Calculation of Turnover for Notification of Concentrations of Financial Institutions, generally at one-tenth of relevant financial metrics to reflect sector characteristics.

As China’s merger control regime does not use asset-based thresholds, there are no separate rules for the calculation or geographic allocation of assets.

Where financial statements are not reported in CNY, turnover must be converted using the official annual average exchange rate published by the State Administration of Foreign Exchange (SAFE) for the relevant financial year. The SAFE average exchange rate is the standard used to ensure consistency across filings.

The Chinese notification thresholds are purely turnover-based; there are no jurisdictional criteria linked to market share, share of supply, or capacity.

There is no additional local nexus test beyond the requirement that at least two of the undertakings have turnover within China exceeding CNY 800 million. A transaction need not involve local assets or subsidiaries; it may be caught even if all operations and entities are located abroad, as long as the turnover thresholds are met by the parties to the concentration. Therefore, foreign-to-foreign joint ventures are routinely subject to China’s merger control regime.

The main exemption from notification applies to intra-group restructurings. Transactions among undertakings that are already under common control are exempt where one undertaking holds at least 50% of the voting rights or assets of all the other parties to the transaction, or where all undertakings to the transaction are controlled, by 50% or more, by the same parent undertaking. Aside from this intra-group safe harbor, there are no de minimis exemptions for small-scale mergers meeting the thresholds and no exemption for short-term financial holdings.

SAMR has broad authority to call in transactions that should have been notified but were not. Where it becomes aware, through market intelligence, public information, or third-party complaints, that a transaction may meet the thresholds, it may: (i) before closing, invite the parties to discuss whether a filing should be made; or (ii) after closing, investigate and, if notifiable, require a filing within 30 days of formal notice.

During this period, further implementation must be suspended. If a completed transaction is found to constitute a failure-to-notify concentration, SAMR may impose fines of up to 10% of the parties’ turnover where competition is or may be restricted, as well as remedies or order unwinding or divestiture, or up to CNY 5 million otherwise. The notification obligation is continuous, and SAMR may investigate at any time after completion.

SAMR also has discretion to call in below-threshold transactions that may eliminate or restrict competition. Where there is evidence of potential anti-competitive effects, SAMR may require a filing by written notice.

If the transaction has not been implemented, it cannot proceed before clearance. If already implemented, the parties must file within 120 days and take measures, such as suspending implementation or pending review.

Although exercised sparingly, SAMR has indicated it may use this power in sectors involving national interests or key technologies, such as semiconductors, digital platforms, and pharmaceuticals/life sciences, particularly where third-party complaints arise. Recent cases in these sectors, including in high-tech and pharmaceuticals, show increased scrutiny, with SAMR willing to impose remedies or prohibitions on below-threshold transactions.

There is no formal longstop date limiting SAMR’s ability to act on unnotified or below-threshold mergers. SAMR may open an investigation at any time after learning of a transaction. The absence of statutory limitation means that historical mergers remain vulnerable to scrutiny if they were never notified but continue to have potential competitive effects in China.

Although notification is mandatory where thresholds are met, SAMR permits voluntary filings for transactions below the thresholds. A voluntary filing may be advisable when the transaction may have significant influence on competition in China or when there is reputational or regulatory risk that SAMR could exercise its call-in powers later. Such filings are assessed in the same manner as mandatory notifications and can offer the parties legal certainty that the transaction has been reviewed and cleared.

Where the jurisdictional thresholds are met, notification to SAMR is mandatory and must be made before the transaction is implemented. The obligation cannot be waived.

China imposes a strict standstill obligation under the AML. Notifiable transactions may not be implemented, in whole or in part, before SAMR clearance is obtained. In assessing gun-jumping, SAMR considers factors such as: completion of business registration or ownership transfer, appointment of senior management, participation in business decision-making or management, exchange of competitively sensitive information, and substantive integration of business operations. Premature implementation may result in fines and orders to unwind the transaction or restore the pre-concentration state. During review, SAMR may also impose hold-separate measures to maintain independent operations pending clearance.

SAMR has no statutory authority to waive the standstill obligation for transactions meeting the thresholds or carve out the Chinese portion of a global transaction while allowing the global transaction to proceed.

The obligation to file a notification rests primarily with the acquiring party (the acquirer of control). However, other undertakings involved in the concentration, such as the existing controller, seller, or target, are generally expected to cooperate with the acquirer in preparing and submitting the filing.

There is currently no filing fee for merger notifications in China.

The obligation to notify is triggered (and a filing can only be made) once the parties reach a legally binding agreement, such as the signing of a merger, share purchase, or joint venture contract, or, in the case of a public tender or bid, when the announcement of a takeover is made. Pre-signing notifications are generally not accepted in China. Typically, SAMR requires a binding transaction document.

A non-binding memorandum of understanding (MOU) or term sheet is not sufficient for merger notification purposes in China, as such documents only reflect an intention to transact and do not provide the legal certainty required for SAMR to commence its review.

There is no fixed statutory deadline requiring parties to file within a specific period after signing.

Notifications must follow the official form prescribed by SAMR and be submitted online via SAMR’s review portal. The form and relevant guidance can be found on SAMR’s website (www.samr.gov.cn).

In terms of information required, where the transaction qualifies for the simple case review procedure, the initial filing must include:

• corporate, ownership, and control structures of all parties and their affiliated entities;
• a description of the transaction, its purpose, and its structure;
• the business scope and core activities of the parties;
• copies of the transaction agreements and essential corporate documents establishing the concentration; and
• analysis of the potential impact of the transaction on competition, including market share data (except for offshore cases).

Supporting documentation must accompany the filing and includes notarized and apostilled (or legalized) corporate establishment certificates (or equivalent incorporation documents) of the notifying parties, power of attorney, statement of truthfulness by the parties (see response to Question 4.10 below), the parties’ annual reports and audited financial statements for the preceding financial year, and the transaction agreements.

Where a concentration does not qualify for the simple case review procedure, the parties must submit the notification under the normal case procedure. In such cases, additional information is required in the initial filing, including:

• a list of main suppliers/customers of the parties in each relevant market;
• a more comprehensive competition analysis, including supply-side and demand-side structures, barriers to entry, market structure, and dynamics over recent years;
• analysis of horizontal, vertical, and conglomerate relationships between the parties and an assessment of possible unilateral or coordinated effects;
• information on potential efficiencies, synergies, and pro‑competitive justifications advanced by the parties; and
• information on research and innovation, intellectual property rights, and technological development that may affect market dynamics.

All documents submitted as part of a merger filing must be in Chinese. Any materials originally prepared in a foreign language must be accompanied by accurate and complete Chinese translations to ensure consistency and clarity for review by SAMR.

Notarization and apostille or legalization are required only for corporate establishment certificates or equivalent documents that verify the legal existence of foreign undertakings involved in the concentration. Other supporting materials do not need such formal authentication.

In addition, the notifying party must execute a Power of Attorney (POA) authorizing its appointed Chinese law firm or representative to act on its behalf in the merger filing process, as well as a Statement of Truthfulness confirming that all information and materials submitted are complete, accurate, and authentic, which is mandatory in any event. Neither document needs to be notarized or apostilled/legalized.

Given the fully electronic nature of the current filing system, submission of original paper documents is not required. Soft copies of all materials are acceptable.

Yes. A transaction can qualify for the simplified procedure if:

• for horizontal mergers, the aggregate market share of the parties in any horizontal overlap market is less than 15%;
• for vertical mergers, each party’s market share in the vertically-related markets is less than 25%;
• for mergers that are neither horizontal nor vertical, each party’s individual market share in each relevant market(s) is below 25%;
• a joint venture (JV) is established outside of China and the JV will not be active in China;
• it involves the acquisition of shares or assets of an offshore enterprise which is not active in China; or
• it involves a JV shareholder buying out other shareholders (except in the case where the sole controller competes with the JV in the same relevant market and their combined market shares exceed 15%).

Procedure-wise, if a filing is accepted as a simple case for review, SAMR publishes the basic information on the parties, the transaction, the market definition asserted by the parties, and the reason for the simple case review for a 10-day public comment period. If SAMR does not receive any negative comments from any third party after the 10-day public comment period, it would proceed with the merger clearance. In contrast, SAMR does not disclose anything to the public during the review for normal case filings.

In addition, normal case filings require more detailed information (see Question 4.8 above), and the review process for normal cases is typically longer than that for simplified cases (see Question 4.14 below).

Generally, pre-notification discussions involving the submission of draft notifications are not available in China. However, SAMR does allow parties to engage in consultations to discuss specific issues such as notifiability ahead of filings.

There are three statutory phases in the formal review process once SAMR formally accepts a filing. However, there is no statutory time limit on the pre-acceptance review.

• Phase 1 (initial review): 30 calendar days from acceptance. If SAMR finds no competition issues, it will grant unconditional clearance.
• Phase 2 (further review): 90 calendar days where potential competitive concerns exist.
• Phase 3 (extended review): up to an additional 60 calendar days in complex cases or where remedies require negotiation.

“Stop-the-clock” powers introduced in 2022 are a key highlight in the revised AML, intended to replace the pull-and-refile mechanism and reduce delays in complex cases. SAMR may suspend the review period where: (i) required information is not provided; (ii) new facts arise requiring verification; or (iii) remedy discussions are ongoing at the parties’ request with SAMR’s approval. The review period resumes once the relevant issue is resolved.

Official holidays and weekends are included in calculating review deadlines, but if a deadline falls on a statutory non-working day in China, it is automatically extended to the next working day. As explained in Question 4.12, pre-acceptance review periods are not subject to statutory computation rules and are managed flexibly.

For a non-problematic transaction reviewed under the simple case review procedure, the overall period from submission to clearance typically ranges from six to eight weeks.

Informally, SAMR’s case teams are targeting an internal “20/20 rule” with the goal of securing case acceptance within 20 days upon submission and subsequently granting clearance within an additional 20 days during the Phase 1 period. According to SAMR’s statistics, 83% of cases were cleared within the 30-day Phase 1 period in 2025. For simple cases, the average review time was 18.2 days (since case acceptance) in 2025.

For complex or standard cases not eligible for the simple case review procedure, the process generally takes four to eight months due to the need to conduct stakeholders’ consultation.

Public offer and securities rules do not suspend or override merger control obligations. There is no special rule on timing for public offer deals. In public bids, clearance by SAMR is still required before closing, and the transaction cannot be completed even if voting rights are not exercised.

As explained under Question 4.10, for cases qualifying for the simple case review procedure, SAMR publishes a public notice on its official website after formally accepting the case. Third parties may submit written comments within a 10‑day period, including observations on whether simplified treatment is appropriate.

For normal-case filings, SAMR may seek third-party input at various stages of the review, particularly during Phase 1 and 2 or when remedies are proposed. It typically contacts industry associations, competitors, customers, and suppliers directly through questionnaires inviting comments. That said, their role remains advisory only, and the final decision lies solely with SAMR.

In the context of detecting failures to notify, it is also common for complainants to bring non‑notified mergers to SAMR’s attention. Such complaints are one of the main channels through which SAMR becomes aware of transactions that may have met the filing thresholds but were not notified.

SAMR has broad investigative powers to request information and documents from transaction parties and third parties. It has the power to require written responses to its questions, as well as other materials. Information requests tend to be formal, and non-compliance could result in fines or suspension of the review timeline.

SAMR and its staff are subject to strict confidentiality obligations under the AML and the Administrative Penalty Law. Information designated by the parties as confidential must be protected and cannot be disclosed to third parties or the public, except where disclosure is required by law or where the parties grant a waiver.

SAMR must prohibit any concentration of undertakings that “has or may have the effect of eliminating or restricting competition”. This is the substantive test applied in all merger reviews.

For horizontal mergers, SAMR typically evaluates two main types of competitive effects:

• Unilateral effects: whether the merged entity could increase prices, reduce output or quality, or limit innovation independently of competitors.
• Coordinated effects: whether the merger increases the likelihood of collusion or parallel conduct among remaining competitors.

For non‑horizontal mergers (vertical or conglomerate), SAMR also considers issues such as input foreclosure, customer foreclosure, or leveraging of market power across related markets.

SAMR’s substantive assessment considers a number of factors, including:

• market shares and market structure;
• the degree of market concentration and entry barriers;
• control over key inputs, distribution channels, or technology;
• the impact on consumers, downstream markets, and innovation; and
• the development of national economic efficiency and public interests.

Although the assessment primarily focuses on competition factors, public interest considerations, such as industrial policy, national economic development, and technological advancement, may also be taken into account.

SAMR recognizes that mergers can generate efficiencies or pro‑competitive benefits, such as cost savings, enhanced innovation capability, or improved international competitiveness. These efficiencies may be considered if they are verifiable, merger‑specific, and likely to be passed on to consumers. However, in practice, it is uncommon for efficiencies alone to offset significant anti‑competitive effects. SAMR will weigh claimed efficiencies against the potential harm to competition, taking into account the likelihood and magnitude of each.

When SAMR identifies potential competition issues during its review, it communicates these concerns to the notifying parties, typically through a formal meeting. It would not issue a statement of objections or any interim decision. The parties are given the opportunity to respond either in the meeting or in writing afterwards, provide additional data or analysis, and engage in discussions with SAMR to address its concerns. While there is no formal “hearing” procedure, parties may request meetings to present their views.

Remedies may be proposed by the notifying parties at any stage of the review process, but they are most often discussed during Phase 2 (further review) or Phase 3 (extended review) once SAMR’s competition concerns have been specified. The parties may submit a remedy proposal either voluntarily or in response to SAMR’s indication of concerns.

SAMR will assess whether the proposed remedies are capable of eliminating or mitigating the identified anti‑competitive effects. Negotiations of the remedies often involve multiple rounds of discussion and modification. Once SAMR accepts a proposed remedy, it will incorporate the commitments into a conditional clearance decision that is legally binding on the parties.

SAMR may impose both structural and behavioral remedies, depending on the nature of the competition concerns:

• Structural remedies include the divestiture of businesses, equity interests, or assets to restore market competition.
• Behavioral remedies are applied when structural solutions are impractical or unnecessary. These may include obligations to maintain open access to key technologies or infrastructures, continue supply to certain customers, or refrain from tying or exclusivity agreements.

Compared with competition authorities in other jurisdictions, SAMR tends to rely more frequently on behavioral remedies, particularly in complex cases involving technology, platform, or data‑driven industries where structural separation may be impractical.

In completed mergers found to restrict competition, SAMR may also order divestiture or unwinding of the transaction to restore the pre‑merger market structure.

SAMR allows the parties to complete their transaction before remedies have been complied with. For example, SAMR may clear the transaction first allowing the closing but require the parties to divest certain business or assets within a certain time period. Compliance with remedies is subject to monitoring by independent trustees appointed and approved by the authority. SAMR actively follows up on remedy implementation and may impose penalties for non‑compliance.

Upon completion of its review, SAMR issues a written notice of its decision to the notifying parties via its online review portal. To enhance transparency, case names of unconditional clearance decisions are published on SAMR’s official website.

For cases that are cleared with conditions or prohibited, SAMR also publishes a detailed public decision outlining the factual background, the parties involved, the competition analysis underpinning the decision, and, where applicable, the commitments required as conditions for approval.

Clearance decisions take immediate effect upon issuance. There is no statutory waiting period following SAMR’s approval. Once clearance is granted, the standstill obligation imposed by the AML falls away immediately.

Merger clearance automatically covers ancillary restraints that are directly related and necessary to the implementation of the concentration, such as reasonable non‑compete or transitional support clauses. SAMR does not separately approve these provisions but will examine their scope and duration during its review to ensure they are proportionate to the transaction’s legitimate objectives.

Parties dissatisfied with SAMR’s decision may file an administrative reconsideration with SAMR first under the Administrative Reconsideration Law, and then bring an administrative lawsuit before a competent court under the Administrative Litigation Law if they are unhappy with the reconsideration decision. However, it should be noted that in an administrative lawsuit over merger decisions, the court only examines whether SAMR has followed lawful procedures, without re‑evaluating the substantive competitive assessment.

Under the Administrative Reconsideration Law, the general deadline to file an application is 60 days from the date the applicant knows or should have known of the specific administrative act. If the statutory limit is missed due to force majeure or other special reasons, the period resumes once the obstacle is removed.

Under China's Administrative Litigation Law, the general deadline to file a lawsuit is within six months from the date the citizen, legal person, or organization knew or should have known of the administrative act.

If a concentration meeting the statutory thresholds is implemented without prior notification, SAMR may impose fines of up to 10% of the undertaking’s turnover in the preceding year if the concentration restricts or may restrict competition, or up to CNY 5 million otherwise. SAMR may impose conditions, order the transaction to be unwound, assets to be divested, or the transaction status to be restored to pre‑transaction status. Sanctions, in particular fines, are imposed on the transaction party who has the filing obligation (normally the acquirer), not individuals, and enforcement has been extended to foreign entities.

Implementing a notifiable concentration prior to clearance, commonly referred to as gun‑jumping, is treated as a breach of the standstill obligation. SAMR may impose the same penalties as for failure to notify, including fines and ordered dissolution of the transaction. While normal pre‑closing planning is permitted, any action that results in the transfer of control or competitive influence before clearance is strictly prohibited. As noted in Question 4.2 above, SAMR considers certain factors, such as completion of business registration or ownership transfer, appointment of senior management, participation in business decision-making or management, exchange of competitively sensitive information, and substantive integration of business operations, to likely constitute gun-jumping.

Providing false, misleading, or materially incomplete information during the filing or review process constitutes a violation of Article 62 of the AML. Under this provision, refusing to provide required materials or information to SAMR, or submitting false, misleading, or incomplete information, may result in a rectification order and an administrative fine of up to 1% of the undertaking’s sales in the preceding year. Where no sales occurred or sales are difficult to calculate, the fine may be up to CNY 5 million, and individuals may be fined up to CNY 500,000.