CHINA Law and Practice Contributed by: Liu Cheng, Li Yumeng, Ye Hongtao and Jiang Hanxue, King & Wood
1.3 Enforcement Authorities Currently, the SAMR is responsible for the overall enforcement of the AML in China. the SAMR consists of three divisions: • Division I, the major duty of which is enforcement against monopolistic conducts, including monopo - ly agreements and abuse of market dominance; • Division II, the major duties of which are merger control review and investigations into instances of failure to notify before closing; and • Division for Co-ordination of Competition Policy, the major duties of which are drafting competition policies and implementing fair competition review. In July 2022, the SAMR announced a three-year pilot programme to delegate the initial review of certain simplified procedure merger filings to five provin - cial Administrations for Market Regulation (“Provin - cial AMRs”) and the delegation was formalised from 1 August 2025. In March 2026, the SAMR further announced improvements to the delegation system, with the delegation of certain normal procedure merger reviews to the five Municipal/Provincial AMRs in Bei - jing, Shanghai, Guangdong, Chongqing and Shaanxi, and the expansion of the delegation of simplified procedure merger reviews to eight Municipal/Provin - cial AMRs in Beijing, Shanghai, Chongqing, Shaanxi, Guangdong, Liaoning, Zhejiang and Sichuan, which will take effect on 1 August 2026. Parties to transactions that require merger clearance will continue to submit filings to the SAMR, but the SAMR may delegate cases to the Provincial AMRs at its discretion and inform the filing parties of the del - egation. While the Provincial AMRs will review cases assigned to them, the SAMR remains the final deci - sion maker on all merger filings. During the review process, the SAMR and the Provincial AMRs may also consult other industry regulators regarding their opinions on transactions from a regulatory or industry policy perspective.
ents, the Anti-Monopoly Guidelines for the Pharma - ceutical Sector, the Anti-Monopoly Guidelines for the Public Utilities Sector, and the Guidelines on Antitrust Compliance for Internet Platforms. 1.2 Legislation Relating to Particular Sectors The AML (along with its accompanying regulations) is the only legislation on merger control for foreign transactions. China also has various laws to regulate foreign investment, eg, the foreign direct investment (FDI) regime and national security review (NSR) when foreign investments are involved. FDI Regime The primary law governing foreign investment in China is the Foreign Investment Law (FIL), which was prom - ulgated on 15 March 2019 and came into effect on 1 January 2020. Based on the FIL, China has adopted a “negative list” mechanism, setting out the indus - try sectors in which foreign investment is prohib - ited or restricted. Foreign investors may not invest in any field prohibited by the negative list for foreign investment, and must meet certain investment condi - tions (eg, shareholding limits or senior management requirements) stipulated under the negative list in order to invest in the fields where foreign investments are restricted. For industries not on the negative list, foreign investors must be treated on a par with their domestic counterparts. The negative list is released and updated by or upon approval by the State Council. The current Negative List (2024 edition) is available here . NSR Regime The Measures for the Security Review of Foreign Investments (“NSR Measures”) issued by the National Development and Reform Commission (NDRC) and the Ministry of Commerce (MOFCOM) on 19 Decem - ber 2020 and effective as of 18 January 2021 set out the foreign investments that fall within the scope of NSR review. Briefly, foreign investments involving a specific business sector may not close the deal until NSR approval is granted. For a detailed introduction to the NSR regime, see 9. Foreign Direct Investment/Subsidies Review .
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