Mainland China’s evolving antitrust terrain (2024-Q1 2025) – Part 1 of 6

Mainland China’s antitrust enforcement has been in full swing, with strengthened regulations, intensified enforcement and greater alignment with global practices from 2024 to Q1 2025 underlining firm commitment to enhance oversight and foster fair competition.

In this series, we examine key antitrust milestones through this recent eventful period for the State Administration for Market Regulation (SAMR), providing practical insights for businesses navigating the nation’s evolving regulatory landscape.

Part 1 Highlights in merger control (2024-Q1 2025)

1. Key statistics in 2024 and Q1 2025, respectively

Figure 1: 2024 SAMR merger review statistics

Sources: SAMR 2024 Antitrust Enforcement Report¹1

Figure 2: Q1 2025 merger review statistics

Source: SAMR’s official account²2

2. Key enforcement development

2.1 Introducing new filing threshold

SAMR raised the merger filing thresholds in January 2024³3, resulting in a notable drop in reportable transactions – reportedly a 15% year-on-year decrease.⁴4

Table 1: The updated filing threshold

Source: Updated Filing Threshold⁵5

2.2 Rise in below-threshold scrutiny 

SAMR appears to be taking a more proactive approach in reviewing transactions that fall below the filing threshold under the amended Anti-Monopoly Law (AML).

In 2023, SAMR conditionally approved the non-reportable Simcere/Tobishi deal.⁶6 From 2024 to Q1 2025, SAMR has reportedly reviewed three similar cases, including: (i) Qualcomm’s acquisition of an Israeli fabless semiconductor company specialising in vehicle-to-everything communication technologies⁷7, (ii) the Synopsys acquisition of Ansys⁸8, and (iii) J.X. Nippon’s acquisition of Tatsuta Electric Wire and Cable.⁹9

Key patterns emerging from SAMR’s approach include:

• Global alignment: SAMR is closely tracking enforcement trends in jurisdictions like the EU and US, particularly in high-tech sectors such as semiconductors and AI. If a below-threshold deal is under review abroad, SAMR may follow suit – especially if the deal affects Mainland China.
• Domestic impact: Below-threshold deals involving parties with significant market power may attract scrutiny, as seen in Simcere/Tobishi.
• Geopolitical sensitivity: Deals with cross-border or strategic implications may face additional review or delays due to broader geopolitical considerations.

2.3 Local AMRs played a significant role in merger review

In 2024, provincial Administrations for Market Regulation (“AMRs”) in Beijing, Shanghai, Guangdong, Chongqing and Shaanxi reviewed more simple filings than in 2023 – having concluded 433 out of 643 approved cases, accounting for 67.3% of the total.¹⁰10

Notably, local AMRs were assigned not only cases within their geographic jurisdictions but also offshore transactions.¹¹11 Meanwhile, SAMR reviewed simple cases with a strong nexus to local AMRs’ designated jurisdictions. This may reflect SAMR’s broad discretion in delegation and its use of an automated case assignment system – adding unpredictability to whether a case stays with SAMR or is reassigned.

Moreover, contrary to initial uncertainties about local AMR efficiency, they have proven to be effective. In 2024, their average case acceptance time was 15.36 days – faster than SAMR’s 18.2 days. Their average review time was also shorter, at 16.48 days compared to SAMR’s 24.7 days.¹²12

2.4 Gun-jumping scrutiny

Taking down cases

From 2024 to Q1 2025, SAMR disclosed details of five gun-jumping cases, imposing total fines of RMB 8.15 million:¹³13

• Two cases involved forming joint ventures without prior merger filing – with one case resulting in fines of RMB 1.5 million per party and the other, RMB 700,000 per party;¹⁴14
• The other three cases involved share acquisitions completed before obtaining SAMR clearance, with each buyer fined RMB 1.75 million. ¹⁵15

Key takeaways:

• Always assess merger filing requirements before moving forward with a deal.
• For (potentially) notifiable transactions, avoid actions that could be seen as premature implementation – such as completing company or shareholder registration, appointing directors or senior management, combining assets, or exchanging sensitive information.
• Secure formal clearance from SAMR before completing a reportable deal. 

2.5 Introducing standardised fines

In March 2025, SAMR released the trial version of its discretionary standards for determining penalties in cases of unlawful implementation of concentrations (the “Standards”) to standardize fine-setting for gun-jumping and other merger control violations. ¹⁶16 They apply to five scenarios.

Figure 3: Five scenarios violating merger control rules

Source: Article 2 of the Standards

The steps to determine fines are outlined as follows:

Figure 4: Process for determining fines

Source: Summarised from the Standards

The Standards enhance legal predictability by clarifying how fines are determined and introducing a penalty calculator for better estimation. They also outline when no fine may be imposed – encouraging self-reporting – and list mitigating and aggravating factors to guide companies toward more favourable outcomes.

To support application of the Standards, SAMR also introduced a penalty calculator to help companies and agencies estimate fines more accurately.¹⁷17

2.6 SAMR’s efforts in improving merger review efficiency

Dual 20-day rule

SAMR reported a significant improvement in case handling times in 2024. Average acceptance period dropped from 22.1 days to 18.2 days, and review time reduced from 25.7 days to 24.7 days.¹⁸18

In addition to using electronic filing and case delegation systems, a key driver of this improvement is the “Dual 20-Day” rule, introduced in January 2024.¹⁹19 It sets two internal deadlines for simple cases:

1. Cases must be officially accepted within 20 days of submission,
2. The review must be concluded within 20 days of acceptance.

If extra time is needed, the system will issue an alert, requiring an explanation from case handlers.

Previously, simple cases could take 1 to 1.5 months for acceptance, plus another 1 to 1.5 months to conclude. This new 20-day requirement represents a significant improvement in review efficiency and offers greater predictability for filing parties.

Simplified filing forms for simple cases

SAMR published the revised Filing and Public Disclosure Forms for simple cases in September 2024, effective from 12 October 2024, to simplify the process by removing less relevant information, improving overall efficiency. ²⁰20

Key changes include:

Reduced documentation and information requirements

• Only the confidential version of the notification form is required; the non-confidential version is no longer needed.
• Details like postal codes, company history, shareholding structures, non-filing party contacts and third-party reports are no longer mandatory.

Eased competition analysis requirements

• Offshore deals: no market share data or competition analysis is required if the transaction has no Mainland China nexus. However, if the relevant market is a global market, China-related data still needs to be provided.
• Simple cases: competitive analysis is no longer mandatory in initial submissions, while SAMR may request it later during its review.
• Low-share transactions: For horizontal deals with combined market share below 5%, or non-horizontal deals with each party under 5%, third-party data is unnecessary if hard to obtain. In such cases, internal estimates and overall market size data will suffice, unless SAMR asks for more.
• Greenfield JVs: future market share projections for a specific period (e.g., three years) are now formally needed, reflecting prior SAMR practice.

3. Going forward

From 2024 to Q1 2025, China’s merger control saw steady progress, reflecting SAMR’s growing capacity and more balanced enforcement approach. In addition to the developments above, this period also marked other key milestones including the issuance of long-awaited Guidelines for Horizontal Merger Review in Part 2.

Next, we’ll unpack what these developments mean in practice. Before we dive into Part 2, let’s consider these important questions:

1. How is SAMR adjusting its approach to market definition, and what does this mean for companies assessing regulatory risk
2. How is SAMR aligning with global trends in recognising potential competition in its merger reviews?
3. What non-competition factors does SAMR consider in merger assessments?