CHINA Trends and Developments Contributed by: Wei Yingling, JunHe LLP
Introduction China’s merger control regime became more predict - able and systematic in 2025, when comprehensive review guidelines for non-horizontal mergers as well as consolidated specifications for merger filings were introduced. As a practical trend, China’s antitrust enforcer has endeavoured to further improve merger review efficiency by expanding the local delegation programme, and has been more actively intervening in merger reviews for cases in critical sectors, including exercising its call-in power for below-threshold deals and employing merger reviews as a tool to restore market competition. Heightened scrutiny is also evi - dent in merger reviews in livelihood-related sectors such as pharmaceuticals and public utilities, consist - ent with the trend in overall antitrust enforcement. Statistics: Merger Control Review of 2025 at a Glance According to the annual summary released by China’s competition enforcement agency, the State Adminis - tration for Market Regulation (SAMR), a total of 706 cases were reviewed and concluded in 2025, show - ing a year-on-year increase of 9.8%. Of these cases, 687 were cleared unconditionally, five were cleared with remedies, one was prohibited and 13 were with - drawn by the transaction parties after acceptance. The majority (approximately 89.4%) of all cases were filed and reviewed under the simplified procedure, with approximately 86% cleared in Phase I. In terms of deal size, of the 687 cases cleared uncondition - ally, transactions valued between CNY100 million and CNY1 billion accounted for approximately 31%, those between CNY1 billion and CNY10 billion for 27.2%, those between CNY10 billion and CNY100 billion for 8.6%, three exceeded CNY100 billion, and the trans - action value of approximately 32.8% of unconditional - ly cleared cases was presumably below CNY100 mil - lion. By nationality of the parties, 59.2% were between domestic enterprises, 27.7% were between foreign enterprises, and 13.1% were between domestic and foreign enterprises. Investment remained robust in hi-tech manufacturing sectors such as automobiles, chemicals and pharmaceuticals, etc.
Promulgation of the Non-Horizontal Merger Review Guidelines On 15 December 2025, the SAMR formally released the Guidelines for the Review of Non-Horizontal Con - centrations of Undertakings (the “Non-Horizontal Guidelines”), one year after its counterpart on the review of horizontal mergers (the “Horizontal Guide - lines”) was published. Together, the two sets of guide - lines provide a comprehensive analytical framework for China’s merger reviews, marking a major step towards a more transparent and predictable merger review regime. Key aspects of the Non-Horizontal Guidelines are summarised below. Scope and relevant market definition in non- horizontal mergers The Non-Horizontal Guidelines clarify the nature of both vertical mergers and conglomerate mergers cap - tured by the regime. Specifically, conglomerate merg - ers include: • mergers with adjacent relationships, which refer to situations where the products provided by the undertakings concerned have the same customer groups and end uses; • mergers with a complementary relationship, which is a special type of adjacent relationship where the adjacent products are also complementary and need to be used in combination; and • pure conglomerate mergers with no business rela - tionship. As a principle, all relevant markets that may be affect - ed by the concentration are defined based on the fol - lowing approaches: • Merger – the relevant market is mainly defined based on the horizontal, vertical, adjacent and complementary relationship between the undertak - ings to be merged. • Share/asset acquisition, or acquisition of control through other means such as contracts – the rel - evant market definition starts from the business of the target (company or asset), and is mainly based on the horizontal, vertical, adjacent and comple - mentary relationships between the acquirer(s) and the target.
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