CHINA Law and Practice Contributed by: Liu Cheng and Li Yumeng (Audrey), King & Wood Mallesons
6. Ancillary Restraints and Related Transactions 6.1 Clearance Decisions and Separate Notifications Neither the AML nor its accompanying regula - tions makes express provisions regarding ancil - lary restraints. In practice, ancillary restraints do not require a separate filing. However, the parties would need to disclose a co-operation agree - ment or any other ancillary business arrange - ment between them in the filing form. 7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation 7.1 Third-Party Rights Pursuant to the Provisions on Concentration Review, third parties may be involved in the review process to voice their opinions in the fol - lowing ways: • SAMR may solicit opinions from the relevant government authorities, industry associations, undertakings, consumers, experts, scholars and other entities or individuals by means of written solicitations, symposiums, demonstra - tion meetings, questionnaires, consultations, on-site surveys, etc; and • SAMR may, on its own initiative or in response to a request from relevant parties, decide to convene hearings; participants in these hearings may include parties to the concentration, competitors, representatives of upstream and downstream undertakings, experts, representatives of industry associa - tions, representatives of government authori - ties and consumers.
• an order to cease implementing the concen - tration; • an order to dispose of the shares or assets within a specified period of time, transfer the business within a specified period of time and take other necessary measures to restore the status quo ante; and/or • a fine of up to 10% of the party’s sales rev - A formal decision permitting or prohibiting the transaction will be issued to the parties to the concentration by SAMR. The decision will be published to a certain degree. For both the simplified and normal procedures, SAMR will publish a list of cases granted clear - ance on a weekly basis including the name of the transaction, the parties to the concentration and the date of approval. For prohibited cases or cases granted conditional clearance, SAMR will publish a detailed decision including the review timetable, the competition analysis employed by SAMR and the remedies imposed. Confidential information will be redacted. enue in the last financial year. 5.6 Issuance of Decisions 5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions For strictly foreign-to-foreign transactions with no impact on the Chinese market, it is less likely for SAMR to impose a prohibition or remedies. However, for global deals involving foreign par - ties, if such transaction would have anti-com - petitive effects in China, SAMR may impose a prohibition or remedies. For instance, in 2023 and 2024, SAMR imposed remedies on three foreign-to-foreign transactions, namely in the cases of MaxLinear/Silicon Motion, Broadcom/ VMware and JX Metals/Tatsuta.
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