CHINA Trends and Developments Contributed by: Wei Yingling, JunHe LLP
SAMR initiated a gun-jumping investigation in October 2025, which is still pending. In light of the above, it is foreseeable that the SAMR will continue to pay close attention to deals in sen - sitive sectors. For transaction parties with a limited presence in China, it is highly recommended to con - duct comprehensive competition assessment in China even if the turnover threshold is not met. Remedies attached to deals related to national resource dependence: Bunge/Viterra; SQM/ Codelco The SAMR published the clearance decision with rem - edies for Bunge/Viterra in June 2025 and that of SQM/ Codelco in November 2025. Both cases involve indus - tries that exhibit China’s high level of import depend - ence (ie, bulk agriculture such as soybeans, barley and rapeseed, and critical minerals, such as lithium carbonate. In these cases, the SAMR distinguished between products imported to China and local prod - ucts, defining “China’s import market”, and the SAMR examined the competition effect therein. On this basis, the SAMR took into consideration national interests such as food supply security and the development of the new energy industry, which is revealed in both the competition analysis and remedies imposed. Based on our observation, for transactions between multinational companies active in resource-oriented sectors on which China is highly dependent, it is sug - gested that the parties assess their market power in the China import market and its potential effect on the competition therein. If the deal may cause competition concerns in China’s import market, communicating with the SAMR and proposing a remedy to resolve supply chain-related concerns at an early stage may be helpful to obtain smooth clearance. Prohibition decisions on two domestic deals in China 2019 deal rewind in retrospect : Wuhan Yongtong / Huatai Pharmaceutical Another highlight of the SAMR’s merger review in 2025 was the prohibition decision in Wuhan Yongtong’s acquisition of Huatai Pharmaceutical (the first case ever where the SAMR used its call-in power to ban a transaction), despite the fact that the transaction had
been closed in 2019 and did not meet the turnover thresholds. Wuhan Yongtong is active in the sales of Papaver - ine Hydrochloride Active Pharmaceutical Ingredi - ent (API), and Huatai Pharmaceutical produces the downstream Papaverine Hydrochloride Injection prod - uct. The SAMR found that after closing, the acquirer leveraged its exclusive control in the upstream API market (through an exclusive arrangement with an API manufacturer which would last for over a decade), and that downstream injection prices went up by more than four times within a year, causing serious harm to patients. In addition to the prohibition decision, the SAMR imposed a series of remedies, including divestiture of the equity interest (rewinding the trans - action), termination of the exclusive API agreement, and a future transaction ban on the ultimate controller of Wuhan Yongtong. Notably, according to a hearing notice, the two transaction parties are also subject to an ongoing abuse of market dominance investigation by the SAMR. The Wuhan Yongtong/Huatai Pharmaceutical case sends a clear signal that transactions under the turnover threshold are not risk-free, especially those which concern livelihood-related businesses such as pharmaceutical and API are concerned. It also sug - gests that merger control review, along with antitrust enforcement, are indeed a sword to wield in restor - ing market competition. Additionally, extra attention should be paid to other business arrangements (eg, exclusive agreements) to ensure the antitrust compli - ance of the transaction and to avoid the risk of ex-post scrutiny, even if the arrangement does not directly relate to the transaction itself. JV establishment deal among five bottled liquefied petroleum gas enterprises in Foshan banned In January 2026, the SAMR published a prohibition decision regarding a JV establishment deal among five bottled liquefied petroleum gas (LPG) enterprises in Foshan, the first case in the public utilities sector to be banned by the SAMR. In October 2024, the five companies engaged in bot - tled LPG business in Nanhai district of Foshan City entered into an agreement to establish a jointly con -
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