CHINA Law and Practice Contributed by: James Hu, Yingjie Kang, Huihui Li, Sherry Xu, Bivio Yu and Lisa Zhao, Fangda Partners
ance of the acquisition of Ansys by Synopsys. SAMR concluded that the transaction may exclude or restrict competition in the global and Chinese markets for optical software, photonics software, part of the EDA software and semiconductor design IP. To mitigate these competition concerns, SAMR required Synop - sys to divest its entire optical and photonic device simulation business and Ansys divest its power anal - ysis software business. It also imposed behavioural conditions, such as requiring the parties to honour existing contracts, refrain from engaging in bundling and tie-in sales, continue supporting industry stand - ard formats, and enter into interoperability agreements with third-party EDA providers, etc. The behavioural remedies will last for ten years and expire automati - cally. 6.4 Antitrust/Competition Enforcement The Authority’s Ability to Block or Otherwise Challenge FDI As described in 6.3 Remedies and Commitments , SAMR has the ability to challenge an FDI transaction (eg, impose remedies) before the investment is made, to the extent that the transaction substantially affects competition in China. If conditions are not sufficient to address competition concerns, SAMR has the ability to block the trans - action. Since the AML took effect in 2008, only four transactions have been prohibited by SAMR: • Coca-Cola’s proposed acquisition of Chinese fruit juice producer Huiyuan in March 2009; • the proposed Maersk/MSC/CMA CGM P3 Network shipping alliance in June 2014; • the proposed merger between game-streaming platforms Douyu and Huya in July 2021; and • Wuhan Yongtong Pharmaceutical’s acquisition of a 50% stake in Shandong PKU High Tech Huatai Pharmaceutical. Possibility to Appeal and Timeline Under the AML, a transaction party may appeal to SAMR for administrative review within 60 days of receiving the decision. The timeframe for administra - tive reconsideration is 60 days.
If a notifying party is not satisfied with an SAMR administrative review decision, it can bring an admin - istrative action within 15 days of receipt of SAMR’s decision. If still unsatisfied with the result of the administrative action, the party can seek judicial review within six months of the final administrative decision. In 2025, the first judicial review judgment against SAMR’s conditional approval decision (ie, the condi - tional approval decision of the acquisition of Tobishi by Simcere) was made. SAMR took this case as a typical example and published the relevant Review Decision, Administrative Reconsideration Decision and the Judgment of the judicial review: In Septem - ber 2023, SAMR announced its conditional clearance of the acquisition of Tobishi by Simcere. After the review decision was made, Tobishi filed an adminis - trative reconsideration with SAMR, arguing that the review decision violated the relevant provisions of the Anti-Monopoly Law and the Administrative Licensing Law. In February 2024, SAMR made a reconsidera - tion decision, concluding that the facts of the review decision were clear and the application of law was correct, and therefore upheld the review decision. Subsequently, Tobishi filed a judicial review against both the review decision and the reconsideration deci - sion. After approximately ten months of proceedings, in December 2024, the Beijing Intellectual Property Court rendered a judgment, holding that both the review decision and the reconsideration decision had clear factual findings, correct application of law, and lawful procedures, and thus dismissed Tobishi’s claims. Higher Penalty for Submitting False or Misleading Information The Revised AML imposes higher penalties on the notifying parties for providing false disclosure or omis - sions in filings. For the notifying party, the fines have been increased from CNY200,000 to a maximum of 1% of the party’s turnover in the preceding financial year. Responsible individuals are also subject to a fine of up to CNY500,000 (increased from CNY100,000).
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