CHINA Trends and Developments Contributed by: Huihui Li, James Hu, Yingjie Kang, Sherry Xu, Bivio Yu and Lisa Zhao, Fangda Partners
Predictable timelines for no-issue cases and extended review periods persist for remedy cases Since mid-2022, SAMR has delegated merger review of cases that qualify for the simplified procedure (sim - ple cases) to five of its local branches. The support of local officials lent predictability to review timelines for no-issue cases: simple cases typically take around six to eight weeks, while no-issue cases that fall under the normal review procedure take approximately four to six months. The 2022 AML revisions introduced a “stop-the-clock” mechanism, which may be triggered: • when parties fail to submit the required information on time; • when new facts are discovered during the review process; or • upon the parties’ request during remedy discus - sions. Based on SAMR’s decisions, the “stop-the-clock” mechanism was employed in three conditional cases in 2023, namely MaxLinear/Silicon Motion , Simcere/ Tobishi and Broadcom/VMware one conditional case in 2024, namely JX Advanced Metals/Tatsuta Electric and all four conditional cases in 2025 (as of the end of October), namely Synopsys/Ansys , Bunge/Viterra , Keysight/Spirent and ANA/NCA . While this mechanism reduced the administrative burden where parties had to withdraw and refile their filing once the statutory timeline expired, it appeared not to have an actual impact on the overall review timeline for remedy cases. The review process for remedy cases remained a marathon, with timelines being long and unpredictable. As two out of four con - ditional cases as of October 2025, Bunge/Viterra took 503 days for clearance and ANA/NCA took 631 days for clearance, which is significantly longer compared to 2024’s only remedy case JX Advanced Metals/Tat- suta Electric , which took 475 days, and the average review timeline of 363 days in 2023 and 364 days in 2022. This trend underscored the unpredictable and lengthy nature of China’s review timeline for complex cases. However, it is also noteworthy that the two below-the-threshold cases this year, namely Keysight/ Spirent and Synopsys/Ansys , only took 223 days and
221 days respectively for clearance. This may indicate that below-the-threshold cases may get conditional approval relatively more quickly. The merger threshold was raised and the number of cases dropped The Amended Thresholds represent a significant increase in China merger control’s thresholds: • raising the aggregate global turnover of all the undertakings to the concentration from CNY10 bil - lion to CNY12 billion; • raising the aggregate Chinese turnover of all the undertakings to the concentration from CNY2 bil - lion to CNY4 billion; and • raising the turnover in China of each of at least two of the undertakings to the concentration from CNY400 million to CNY800 million. The increased threshold is expected to substantially reduce the number of merger control cases reviewed by Chinese authorities. According to the data publicly released by SAMR, a total of 519 merger control cases were reviewed in the first three-quarters of 2025, and while the number of cases reviewed in the whole of 2024 and 2023 was 643 and 797 respectively, it is already possible to discern a downward trend in the number of cases. Six failure-to-notify or gun-jumping cases were fined under the revised AML The Revised AML increased the maximum fine for failure to notify and gun-jumping from CNY500,000 to CNY5 million where the transaction has no anti- competitive effect. Where the transaction has or may have an anti-competitive effect, the maximum fine is 10% of the party’s turnover in the preceding year. As of the end of October 2025, SAMR had imposed penalties on six failure-to-notify and gun-jumping cas - es with no anti-competitive effect under the revised AML, with the highest fine reaching CNY1.75 million.
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