CHINA Law and Practice Contributed by: Liu Cheng, Li Yumeng, Ye Hongtao and Jiang Hanxue, King & Wood
On 12 October 2024, the SAMR updated the notifica - tion form and the publication form for the simplified procedure. Certain information, such as the undertak - ing’s history of establishment and significant changes, is no longer required. For concentrations involving a joint venture establishment outside China or asset/ equity acquisition of a company outside China, where the target company does not engage in economic activities within China, the market share and compe - tition analysis are no longer required in the initial filing. 3.6 Penalties/Consequences of Incomplete or Inaccurate Notification As provided by Article 32 of the AML and Article 24 of the Provisions on Concentration Review, if the notifi - cation is deemed incomplete, the SAMR may require the parties to submit additional documents and mate - rials within a specified period of time. If the parties fail to do so, the SAMR is entitled to “stop the clock” and suspend the review period. If the parties intentionally submit inaccurate or mis - leading information, the SAMR may not accept the filing application or revoke the acceptance decision for an already filed case, and may launch an inves - tigation on relevant undertakings or individuals. The relevant undertakings may face a fine of up to 1% of the preceding year’s sales revenues, or a fine of up to CNY5 million if there were no sales generated in the preceding year. Relevant individuals may each face a fine of up to CNY500,000 or even criminal liabilities. In cases of severe violations, the penalties could esca - late, ranging from two to five times the above-men - tioned amounts. These penalties would be recorded in the businesses’ credit records, making the information available to the public. There do not appear to have been any public decisions in which these measures have been implemented, as of 26 June 2026. 3.7 Review Process There are two stages that a merger filing will go through with the SAMR – a pre-acceptance phase and a formal review phase: • Pre-acceptance phase, ie, from the initial filing until the SAMR considers that the filing documents are complete and accepts the filing and starts the formal review. There is no definite period for the
pre-acceptance phase under the law. In practice, it normally takes one to two months. • Formal review phase, which includes – (a) Phase I review (“Phase I”), which spans a maximum of 30 calendar days from the date on which the SAMR informs the notifying party in writing that the filing has been formally accept - ed; (b) Phase II review (“Phase II”), which spans a maximum of 90 calendar days from the date on which the SAMR informs in writing of the beginning of Phase II; and (c) Phase III review (“Phase III”), which extends the review for another 60 calendar days under certain circumstances. Based on past experience, for a transaction without competition concerns, if filed under the normal proce - dure, it normally takes about three to six months from the initial filing to get clearance; and if filed under the simplified procedure, it normally takes about one-and- a-half to two months from the initial filing. In 2025, the SAMR reviewed a total of 706 filings, including one filing that was prohibited, five filings that were cleared conditionally, 687 filings that were cleared unconditionally, and 13 filings that were with - drawn after official acceptance. The average review time for unconditionally cleared filings reviewed in 2025 was about 25 days. 3.8 Pre-Notification Discussions With Authorities The parties may apply to the SAMR for pre-notification discussion and this is typically encouraged, even if it is not a mandatory process. The parties may prepare the specific issues for dis - cussion and apply for the discussion in writing. The process is treated confidentially. 3.9 Requests for Information During the Review Process For those notifications with fewer competition con - cerns, the SAMR normally asks one to three rounds of questions during the review process. For notifica - tions with more competition concerns, the SAMR may ask more questions. Such requests will not usually
100 CHAMBERS.COM
Powered by FlippingBook