CHINA Law and Practice Contributed by: Liu Cheng and Li Yumeng (Audrey), King & Wood Mallesons
In 2024, SAMR reviewed a total of 643 filings, including one filing that was cleared condition - ally, 623 filings that were cleared unconditionally, and 19 filings that were withdrawn after official acceptance. The average review time for all fil - ings reviewed in 2024 was 24.7 days, showing a decrease of one day from that in 2023. 3.9 Pre-Notification Discussions With Authorities The parties may apply to SAMR for pre-notifica - tion discussion and this is typically encouraged, even if it is not a mandatory process. The parties may prepare the specific issues for discussion and apply for the discussion in writ - ing. The process is treated confidentially. 3.10 Requests for Information During the Review Process For those notifications with fewer competition concerns, SAMR normally asks one to three rounds of questions during the review process. For notifications with more competition con - cerns, SAMR may ask more questions. Such requests usually will not suspend the review process if the parties submit the information requested in time. 3.11 Accelerated Procedure The notification form for the simplified procedure is shorter than the normal one and requires less information. The simplified procedure is applica - ble under the following circumstances: • where all of the undertakings involved in the transaction have a collective market share of less than 15% in the same relevant market; • where the undertakings involved in the trans - action have a vertical relationship, and each of them has or collectively they have a market share of less than 25% in the vertical market;
• where the undertakings involved in the trans - action do not have a vertical relationship, and each of them has less than a 25% share in all related markets; • where the undertaking involved in the trans - action establishes a joint venture outside of China, and the joint venture does not engage in economic activity in China; • where the undertaking involved in the trans - action acquires the equity or assets of a foreign enterprise, and the foreign enterprise does not engage in economic activity in China; or • where a joint venture that is jointly controlled by two or more undertakings becomes con - trolled by one or more of them through the transaction. As provided by Article 34 of the AML, SAMR shall prohibit a concentration of undertakings if such concentration has or may have the effect of eliminating or restricting competition, unless the undertakings involved in the concentration are able to prove that the positive impact of the said concentration on competition significantly outweighs the adverse effect thereof, or such concentration is in the public interest. Article 33 of the AML set out the factors to be considered by SAMR in assessing the competi - tive effects of a merger: 4. Substance of the Review 4.1 Substantive Test • market shares and market control power of the merging parties in the relevant market; • concentration levels of the relevant market; • impact of the concentration on market entry and technological development;
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