CHINA Law and Practice Contributed by: James Hu, Yingjie Kang, Huihui Li, Sherry Xu, Bivio Yu and Lisa Zhao, Fangda Partners
6.3 Remedies and Commitments Remedies
• at least one of the notifying parties is based in that city/province; • the target is based in that city/province; • in the case of the establishment of a new joint ven - ture, the joint venture is based in that city/province; • the relevant geographic market of a transaction is assessed to be regional, and such regional market entirely and mainly falls within that city/province; or • where SAMR deems it appropriate to delegate. On 31 July 2025, SAMR issued an announcement officially transitioning the pilot programme, which had been in trial for three years, into a formal delegation programme. The current standards for cases subject to delegation review, as well as the entrusted local authorities and their respective jurisdictions, remain the same as in the pilot phase. However, SAMR has also reaffirmed in the announcement that it may dynamically adjust the delegated local authorities and their jurisdictions based on actual circumstances in the future. 6.2 Criteria for Antitrust/Competition Review Substantive Review of the Transaction The Chinese merger control regime involves a sub - stantive overlap and competitive assessment of the investment. The substantive test involves: • identifying the relevant markets based on the transaction parties’ horizontal overlap (ie, compet - ing businesses), vertical links (ie, upstream/down - stream relationship) or neighbouring relationship (ie, complementary products); • assessing the market share and market power of the transaction parties and the effect of the trans - action on the level of concentration in the relevant markets; • assessing the transaction’s impact on market entry, technological development, suppliers and custom - ers; and • assessing the transaction’s impact on market entry, technological development, suppliers, national economic development, industry policy and public interest.
SAMR may conditionally clear a concentration on remedies, including structural, behavioural or hybrid remedies, based on a case-by-case assessment. Structural remedies Similar to the EU and US competition authorities, SAMR may require merging parties to commit to divesting a business, assets or minority interests within a specified time frame post-closing. An exam - ple of such a remedy imposed by SAMR was Spirent/ Keysight on 28 September 2025. Behavioural remedies Compared to the EU and US competition authori - ties, SAMR is more receptive to behavioural reme - dies, despite them being more difficult to implement and monitor than structural remedies. Examples of SAMR’s behavioural remedies include “hold separate” remedies that require the transaction parties to oper - ate independently for a period of time until the rem - edy is lifted, FRAND commitments and commitments restricting tying and bundling, etc. In June 2025, SAMR conditionally approved Bunge Global’s proposed acquisition of another agricul - tural commodities distributor, Viterra. Citing Bunge’s high market shares, the high market entry barriers of Chinese markets for the trade of imported soybean, barley and rapeseed, as well as Chinese customers’ high dependency on the import of soybean, barley and rapeseed, SAMR expressed that the proposed transaction could raise competition concerns in the aforementioned markets. To mitigate these competi - tion concerns, SAMR imposed behavioural remedies, including requiring the parties to continue to perform the existing contract, requiring the parties to continue to supply to Chinese customers based on the FRAND principle, reporting the global shortage of crops in a timely manner, and the utmost efforts should be made to fulfil supply obligations. After five years, the merged entity can apply to SAMR to lift the conditions. Hybrid remedies Often, SAMR imposes hybrid remedies, which are a combination of structural and behavioural remedies. In July 2025, SAMR announced its conditional clear -
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