CHINA Law and Practice Contributed by: Liu Cheng, Li Yumeng, Ye Hongtao and Jiang Hanxue, King & Wood
the turnover generated among undertakings indicated in (i) to (v) above. The seller may only include the portion of the turnover that relates to the target. In the case of asset acquisi - tion, if the seller no longer has controlling power over the asset sold, only the turnover generated by such asset will be calculated; and in the case of an equity acquisition, if the seller no longer has controlling pow - er over the target company after the transaction, only the turnover of the target company will be calculated. The group-wide turnover will be the sum of the turno - vers of the undertakings indicated in (i) to (v) above. If the undertakings have acquired any business dur - ing the reference period, the turnover of the newly acquired business will be calculated. If the under - takings have disposed of any business during such period, the turnover of the disposed-of business will be excluded. 2.8 Foreign-to-Foreign Transactions Foreign-to-foreign transactions are subject to merger control provided the jurisdictional thresholds are met. There is no other local effect exception, ie, as long as relevant turnover thresholds are met, a filing obligation in China will be triggered even if the relevant entities have no assets in China, or the transaction is not rel - evant to the Chinese market. 2.9 Market Share Jurisdictional Threshold There is currently no market share jurisdictional threshold. However, depending on the specific circumstances, below-threshold transactions between undertakings with relatively high market shares and potentially hav - ing anti-competitive effects may trigger the SAMR’s call-in investigation. For details about investigations into below-threshold transactions, see 2.11 Power of Authorities to Investigate a Transaction . 2.10 Joint Ventures The establishment of a joint venture is subject to merger control review if more than two undertakings
are determined as having control over the joint venture and the notification thresholds are met. There are not known to be any special rules for deter - mining whether joint ventures meet the jurisdictional thresholds. 2.11 Power of Authorities to Investigate a Transaction Where a transaction does not meet the jurisdiction - al thresholds, but the facts and evidence collected establish that such concentration has or may have the effect of eliminating or restricting competition, the SAMR can initiate an investigation in accordance with the law. Specifically, below-threshold transactions in the phar - maceutical sector and internet platform sector may be given special attention. The Anti-Monopoly Guide - lines for the Field of Pharmaceutical published on 23 January 2025 explicitly provide that transactions con - cerning small-size pharmaceutical markets or pipeline products may fall below the jurisdictional thresholds but may still have the effect of eliminating or restricting competition, and therefore may warrant a call-in. In the meantime, the Anti-Monopoly Guidelines for the Field of Platform Economy published on 7 February 2021 also provide that the antitrust enforcement authority should pay close attention to below-threshold trans - actions where one of the undertakings concerned is a start-up enterprise or an emerging platform; the undertakings’ relatively low market shares are due to free or low-price business models; the relevant market is highly concentrated, or the number of competitors is limited. Since the AML Amendments, the SAMR has called in two below-threshold transactions. Although the transactions did not meet the jurisdictional thresh - olds, the SAMR has requested the notifying party to submit filings, and ultimately conditionally cleared the Synopsys/Ansys case, marking the first call-in inves - tigation into below-threshold transactions in China. The SAMR also prohibited the Yongtong/Huatai case in 2025, marking the first prohibited below-threshold case in China.
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