CHINA Trends and Developments Contributed by: Wei Yingling, JunHe LLP
Statistics: 2023 and 2024 in comparison Following the increased thresholds in the Amended Rules, it is naturally expected that fewer transactions will be captured by the Chi - na merger filing regime. Statistically speaking, according to SAMR’s annual summary, China concluded merger reviews of 797 filings in 2023 (with approx. 90% reviewed under the simpli - fied procedure). In 2024, the number of merg - er reviews shrank to 643 (with approx. 91% reviewed under the simplified procedure), with an approx. 19% drop compared with 2023. Nevertheless, it should still be noted that SAMR kept at its disposal its “call-in” power in below- threshold transactions in critical sectors, and called in two cases in 2024. The First Horizontal Merger Review Guideline On 10 December 2024, SAMR formally announced the promulgation of the Guideline for the Review of Horizontal Concentrations of Undertakings (“Horizontal Guideline”). Before the official release, the draft of this guideline underwent three rounds of non-public com - ments since June 2023, and the exposure draft was published on 17 June 2024. The Horizontal Guideline is the first guideline which stipulates in detail the principles and fac - tors considered by SAMR in reviewing horizon - tal mergers. Among others, the following are the notable issues pivotal for understanding SAMR’s consideration during the merger control review. Rationales of business relationship assessment and relevant market definition Similar to other major jurisdictions, delineat - ing the relevant markets is the first step of the merger review process in order to further assess whether a transaction would have any anti-com - petitive effect on the market. The Horizontal Guideline specifies the doctrines in assessing
Introduction Starting from the amended Anti-Monopoly Law (AML) that came into force in August 2022, the merger control regime in China has undergone continuous development and improvement dur - ing the last three years. Among other things, this article introduces recent enforcement trends in merger control, with focuses on several key developments stipulated in the merger control regulations and guidelines published in 2024, and shares our insights regarding the ration - ales behind such developments to facilitate the understanding of clients who intend to conduct transactions in or related to China. Increased Notification Thresholds Cause Substantial Drop in Number of Filings Revised notification thresholds published in January 2024 On 22 January 2024, the State Administration for Market Regulation (SAMR) published the long-anticipated amendments to the Rules on the Notification Thresholds for Concentrations of Undertakings (“Amended Rules”), which took effect on 26 January 2024. This is the first time that the merger filing thresholds have been adjusted since the 2008 AML was first intro - duced in China. Pursuant to the Amended Rules, China merger filing is required if the following thresholds are met: • The combined worldwide turnover of all the parties to the concentration exceeds CNY12 billion (increased from CNY10 billion), or the combined turnover of all the parties in China exceeds CNY4 billion (increased from CNY2 billion); and • Each of at least two of the parties to the concentration has turnover in China exceed - ing CNY800 million (increased from CNY400 million).
104 CHAMBERS.COM
Powered by FlippingBook