CHINA Law and Practice Contributed by: Liu Cheng, Li Yumeng, Ye Hongtao and Jiang Hanxue, King & Wood
ment authorities, industry associations and consum - ers before it publicly announces the decision. The SAMR may require the parties to appoint a trustee to supervise the implementation of the remedies. With respect to the timing of divestitures, the parties are required to complete the divestiture within the timeframe specified by the SAMR or, where no time - frame has been specified, within six months from the date on which the decision is made. In case of behav - ioural remedies, the parties are normally required to comply with the remedies for five to ten years. Normally, parties can complete the transaction before the remedies have been implemented. However, before the completion of the divestiture, the parties are subject to the following obligations to ensure the continuity, competitiveness and marketability of the divested business: • keeping the divested business independent of the reserved business and managing in the best inter - est of the divested business; • not committing any act that may have an adverse impact on the divested business, including employing key staff of the divested business, or obtaining the trade secrets or other confidential information of the divested business; • designating a special manager to manage the divested business; • ensuring potential buyers have access to sufficient information about the divested business in a fair and reasonable manner so as to evaluate the value and commercial potential of the divested business; • providing necessary support as requested by the buyer to ensure the smooth takeover and stable operation of the divested business; and • handing over the divested business to the buyer and performing relevant legal procedures. If the parties fail to perform their obligations under the remedies, SAMR may ask them to make correc - tions within a specified timeframe. In serious cases, the SAMR may impose the following sanctions on the parties: • an order to cease implementing the concentration;
• an order to dispose of the shares or assets within a specified period of time, transfer the business within a specified period of time and take other necessary measures to restore the status quo ante; and/or • a fine of up to 10% of the party’s sales revenue in the last financial year. 5.6 Issuance of Decisions A formal decision permitting or prohibiting the trans - action will be issued to the parties to the concentra - tion by the SAMR. The decision will be published to a certain degree. For both the simplified and normal procedures, the SAMR will publish a list of cases granted clearance on a weekly basis including the name of the transac - tion, the parties to the concentration and the date of approval. For prohibited cases or cases granted con - ditional clearance, the SAMR will publish a detailed decision including the review timetable, the competi - tion analysis employed by the SAMR and the remedies imposed. Confidential information will be redacted. 5.7 Prohibitions and Remedies for Foreign-to- Foreign Transactions For strictly foreign-to-foreign transactions with no impact on the Chinese market, it is less likely for the SAMR to impose a prohibition or remedies. However, for global deals involving foreign parties, if such trans - action would have anti-competitive effects in China, the SAMR may impose a prohibition or remedies. For instance, in 2025, the SAMR imposed remedies on five foreign-to-foreign transactions, namely the cases of Bunge/Viterra, ANA/NCA, Synopsys/Ansys, Key - sight/Spirent, and CODELCO/SQM. 6. Ancillary Restraints and Related Transactions 6.1 Clearance Decisions and Separate Notifications Neither the AML nor its accompanying regula - tions makes express provisions regarding ancillary restraints. In practice, ancillary restraints do not require a separate filing. However, the parties would need to disclose a co-operation agreement or any
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