CHINA Law and Practice Contributed by: Liu Cheng and Li Yumeng (Audrey), King & Wood Mallesons
We are not aware of any circumstances where SAMR has permitted closing before clearance. It might be possible to carve out certain busi - ness in China to implement global closing. How - ever, this would need to be reviewed case by case and would usually require discussions with the authorities.
notification. For other transactions, the under - taking that has acquired the control or ability to exercise decisive influence is obligated to sub - mit a notification, and the other undertakings shall co-operate. 3.5 Information Included in a Filing The information required for a filing mainly con - sists of the basic information of the parties (eg, name, address, business scope, turnover of the preceding year and shareholding structure), description of the transaction, market definition, competition analysis, market share data of the parties and major competitors, etc. The documents required for a filing mainly con - sist of the notification form (which contains the above-mentioned required information), transac - tion documents, business licences of the parties and relevant affiliates, audited financial state - ments, annual report, power of attorney (if any), supporting documents for the market share and competition analysis, a truthfulness and accu - racy statement, and other documents that may be required by SAMR. The parties must submit their notification docu - ments and materials in Chinese. If the original documents are written in a foreign language, a Chinese translation (or at least a Chinese sum- mary) must be submitted with the original foreign language version attached. If the parties are foreign undertakings, they must submit an apostilled certificate of incorporation or a certificate of incorporation notarised by the local notary authority and authenticated by the China Embassy. On 12 October 2024, SAMR updated the notifi - cation form and the publication form for the sim - plified procedure. Certain information such as
3. Procedure: Notification to Clearance 3.1 Deadlines for Notification
There is no specific notification deadline. How - ever, the parties must not close the proposed transaction before obtaining antitrust clearance in China; otherwise, the parties involved in the proposed transaction will be subject to failure- to-notify penalties under the AML. In practice, the notification is submitted soon after signing the transaction documents. SAMR reserves power to call in a transaction if such transaction has the effect of eliminating or reducing competition. For below-threshold transactions that are called in by SAMR after closing, the parties must submit a notification within 120 days upon receipt of SAMR’s written notice. 3.2 Type of Agreement Required Prior to Notification A binding agreement is normally required for notification. 3.3 Filing Fees No filing fees are required for notification. 3.4 Parties Responsible for Filing As regards merger transactions, all undertakings involved in the merger are obligated to submit a
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