China Merger Control Update on SAMR’s Second Batch of Typical Review Cases
Published 9 September 2026
Yu Du
On 7 September 2026, China’s State Administration for Market Regulation (SAMR) published its second batch of typical merger review cases. The three cases, involving port logistics, pharmaceuticals and photovoltaics, provide further guidance on several recurring issues in China merger control, including eligibility for the simplified procedure, the treatment of potential competition, and the selection of market-share metrics. The cases are particularly relevant for transaction planning and filing preparation.
1. Simplified Procedure - Group-Wide Business Relationships Must Be Fully Assessed
The first case concerned a joint venture between Shandong Port Land-Sea International Logistics Group Development Co., Ltd. and Linyi Urban Development Group Co., Ltd. to provide international ocean freight forwarding services.
The transaction was initially filed under the simplified procedure. SAMR subsequently identified a vertical relationship between the joint venture’s proposed freight forwarding business and container yard services provided by an affiliate of Shandong Port Logistics in the Qingdao port area.
SAMR subsequently identified a vertical relationship between the joint venture’s proposed freight forwarding business and container yard services provided by an affiliate of Shandong Port Logistics in the Qingdao port area.
SAMR defined two relevant product markets: international ocean freight forwarding services, with a China-wide geographic scope, and container yard services, with the relevant geographic market limited to the Qingdao port area. In 2024, Shandong Port Logistics and Linyi Urban Development each held a 0-5% share of the China-wide international ocean freight forwarding market, with their combined share also within the 0-5% range. The proposed joint venture was likewise expected to account for only 0-5% of that market. By contrast, an affiliate of Shandong Port Logistics held more than 25% of the container yard services market in the Qingdao port area.
The parties were therefore required to refile the transaction under the normal procedure. SAMR ultimately granted unconditional clearance.
The fact that the upstream market share exceeded 25% was therefore relevant to the availability of the simplified procedure, but did not itself establish a substantive competition concern. SAMR found that both freight forwarders and container yard operators had relatively limited bargaining power in the maritime logistics chain and generally operated according to arrangements determined by shipping companies. The combined entity would therefore have limited ability to deny competing freight forwarders access to container yard services. Moreover, the joint venture’s expected container volume would represent less than 1% of the throughput handled by the relevant Shandong Port Logistics affiliate. Foreclosing competing freight forwarders would consequently leave substantial yard capacity unused, giving the combined entity little commercial incentive to engage in input foreclosure. SAMR therefore concluded that the transaction would not restrict competition notwithstanding the affiliate’s above-25% upstream share.
The case highlights that eligibility for the simplified procedure must be assessed by reference to the activities of all undertakings directly or indirectly controlled by the participating undertakings, rather than only the businesses of the immediate transaction entities. In practice, filing parties should map horizontal overlaps, vertical relationships and other relevant links at group level before filing. A transaction with limited direct overlap may nevertheless fall outside the simplified procedure if an affiliate holds a significant position in an upstream, downstream or otherwise relevant market.
2. Potential Competition - A High Current Market Share Is Not Necessarily Determinative
The second case involved AstraZeneca Finance Limited’s acquisition of the China roxadustat business from FibroGen.
The acquired business comprised both Beijing Falikang Pharmaceutical Co., Ltd., a joint venture previously jointly controlled by AstraZeneca and FibroGen, and certain related assets, including production facilities and intellectual property rights that had remained under FibroGen’s sole control. Following the transaction, AstraZeneca would obtain sole control over both the joint venture and those related assets. SAMR defined the relevant product market as the market for treatments for renal anaemia in China, encompassing roxadustat as well as other substitutable treatments used for anaemia caused by chronic kidney disease.
The transaction was initially filed as a simplified case on the basis that it involved the acquisition of sole control over a previously jointly controlled business. SAMR found, however, that certain assets forming part of the target business had remained under FibroGen’s sole control and therefore fell outside the previously jointly controlled business. In addition, the target business held more than 25% of the Chinese market for renal anaemia treatments. The transaction was therefore refiled under the normal procedure.
Despite the target business having a market share of approximately 40-45% in 2024, SAMR concluded that the transaction would not give rise to anticompetitive effects. A key consideration was the expected competitive constraint from generic roxadustat products following the expiry of relevant patent exclusivity in June 2024. Sixteen Chinese pharmaceutical companies had already obtained approvals for generic products, with several having entered the market.
SAMR also considered that the transaction would not materially alter the existing market structure. AstraZeneca did not independently operate another renal anaemia treatment business outside the target, so the transaction did not combine previously competing market shares. In addition, AstraZeneca had already been responsible for marketing the Evrenzo-branded roxadustat product in China before the transaction and held an exclusive licence to relevant patents, while production by FibroGen was substantially influenced by AstraZeneca’s marketing requirements. The transaction therefore represented, to a significant extent, a change in the ownership and control structure of an existing business rather than the combination of two independent competitors.
The case confirms that SAMR’s merger analysis is not limited to a static assessment of current market shares. Credible and timely entry by new competitors may materially constrain a firm with a comparatively high current market share. This is particularly important in sectors such as pharmaceuticals, where patent expiry, regulatory approvals and anticipated generic entry may rapidly alter competitive conditions. Forward-looking evidence concerning expected entry and other changes in market structure may therefore be highly relevant to the substantive assessment: the target’s 40-45% market share was only the starting point, while the absence of any material increment in market concentration and imminent generic entry substantially reduced the likelihood that the transaction would strengthen AstraZeneca’s market power.
3. Market Shares - The Calculation Metric Should Reflect Actual Competitive Strength
The third case concerned TCL Zhonghuan Renewable Energy Technology Co., Ltd.’s acquisition of control over DAS Solar Co., Ltd.
The parties were active across the photovoltaic supply chain, including monocrystalline silicon wafers, crystalline silicon solar cells and solar modules. SAMR defined separate global markets for monocrystalline solar wafers, crystalline silicon solar cells and crystalline silicon solar modules, while also examining competitive conditions in China. In the 2024 global monocrystalline solar wafer market, each party held a share below 25%. More significantly, in the two markets in which the parties actually overlapped horizontally - the global crystalline silicon solar cell market and the global crystalline silicon solar module market - their combined market share was below 5% in each case. The relatively limited horizontal increment was an important reason why the transaction qualified for the simplified procedure and ultimately received unconditional clearance..
SAMR also examined possible vertical foreclosure concerns arising from TCL Zhonghuan’s upstream wafer activities. It found that the combined entity would continue to face effective competitive constraints and would lack sufficient market power to foreclose access to upstream inputs or downstream customers. Against this background of limited downstream market shares, SAMR found neither a material ability nor a sufficient incentive for the combined entity to engage in input or customer foreclosure.
The principal significance of the case lies in SAMR’s approach to market-share calculation. During the review, SAMR concluded that shipment volume, rather than production output, was a more appropriate indicator of competitive strength in the photovoltaic industry.
Based on industry research and company interviews, SAMR found that shipment volume more accurately reflected actual product delivery and downstream market acceptance, whereas production output could overstate competitive significance where products remained in inventory or had not yet reached downstream customers. Shipment volume, by contrast, captures products that have actually moved from production into distribution channels and therefore provides a closer proxy for realised market participation and competitive strength. The parties were therefore required to recalculate their market shares using shipment volume instead of production output.
The case shows that market-share calculation is not a mechanical exercise. Although sales revenue is commonly used, SAMR may consider other metrics, including sales volume, output, capacity, installed base or reserves, where these better reflect competitive strength in the relevant industry. Transaction parties should therefore be prepared to explain not only their market-share figures, but also why the selected methodology appropriately reflects competitive conditions.
Comment
The three cases further illustrate SAMR’s increasingly substantive approach to merger review, with close attention to transaction structure, competitive dynamics and industry-specific characteristics. Filing parties should not only assess procedural eligibility accurately, but also ensure that market definition, competitive analysis and market-share data reflect the commercial realities of the transaction and the relevant industry.
For parties contemplating M&A transactions in China, early group-wide business mapping and competition analysis, supported by appropriate industry-specific data and methodologies, can improve filing quality and reduce procedural uncertainty arising from supplemental information requests, withdrawal or refiling.
1. Simplified Procedure - Group-Wide Business Relationships Must Be Fully Assessed
The first case concerned a joint venture between Shandong Port Land-Sea International Logistics Group Development Co., Ltd. and Linyi Urban Development Group Co., Ltd. to provide international ocean freight forwarding services.
The transaction was initially filed under the simplified procedure. SAMR subsequently identified a vertical relationship between the joint venture’s proposed freight forwarding business and container yard services provided by an affiliate of Shandong Port Logistics in the Qingdao port area.
SAMR subsequently identified a vertical relationship between the joint venture’s proposed freight forwarding business and container yard services provided by an affiliate of Shandong Port Logistics in the Qingdao port area.
SAMR defined two relevant product markets: international ocean freight forwarding services, with a China-wide geographic scope, and container yard services, with the relevant geographic market limited to the Qingdao port area. In 2024, Shandong Port Logistics and Linyi Urban Development each held a 0-5% share of the China-wide international ocean freight forwarding market, with their combined share also within the 0-5% range. The proposed joint venture was likewise expected to account for only 0-5% of that market. By contrast, an affiliate of Shandong Port Logistics held more than 25% of the container yard services market in the Qingdao port area.
The parties were therefore required to refile the transaction under the normal procedure. SAMR ultimately granted unconditional clearance.
The fact that the upstream market share exceeded 25% was therefore relevant to the availability of the simplified procedure, but did not itself establish a substantive competition concern. SAMR found that both freight forwarders and container yard operators had relatively limited bargaining power in the maritime logistics chain and generally operated according to arrangements determined by shipping companies. The combined entity would therefore have limited ability to deny competing freight forwarders access to container yard services. Moreover, the joint venture’s expected container volume would represent less than 1% of the throughput handled by the relevant Shandong Port Logistics affiliate. Foreclosing competing freight forwarders would consequently leave substantial yard capacity unused, giving the combined entity little commercial incentive to engage in input foreclosure. SAMR therefore concluded that the transaction would not restrict competition notwithstanding the affiliate’s above-25% upstream share.
The case highlights that eligibility for the simplified procedure must be assessed by reference to the activities of all undertakings directly or indirectly controlled by the participating undertakings, rather than only the businesses of the immediate transaction entities. In practice, filing parties should map horizontal overlaps, vertical relationships and other relevant links at group level before filing. A transaction with limited direct overlap may nevertheless fall outside the simplified procedure if an affiliate holds a significant position in an upstream, downstream or otherwise relevant market.
2. Potential Competition - A High Current Market Share Is Not Necessarily Determinative
The second case involved AstraZeneca Finance Limited’s acquisition of the China roxadustat business from FibroGen.
The acquired business comprised both Beijing Falikang Pharmaceutical Co., Ltd., a joint venture previously jointly controlled by AstraZeneca and FibroGen, and certain related assets, including production facilities and intellectual property rights that had remained under FibroGen’s sole control. Following the transaction, AstraZeneca would obtain sole control over both the joint venture and those related assets. SAMR defined the relevant product market as the market for treatments for renal anaemia in China, encompassing roxadustat as well as other substitutable treatments used for anaemia caused by chronic kidney disease.
The transaction was initially filed as a simplified case on the basis that it involved the acquisition of sole control over a previously jointly controlled business. SAMR found, however, that certain assets forming part of the target business had remained under FibroGen’s sole control and therefore fell outside the previously jointly controlled business. In addition, the target business held more than 25% of the Chinese market for renal anaemia treatments. The transaction was therefore refiled under the normal procedure.
Despite the target business having a market share of approximately 40-45% in 2024, SAMR concluded that the transaction would not give rise to anticompetitive effects. A key consideration was the expected competitive constraint from generic roxadustat products following the expiry of relevant patent exclusivity in June 2024. Sixteen Chinese pharmaceutical companies had already obtained approvals for generic products, with several having entered the market.
SAMR also considered that the transaction would not materially alter the existing market structure. AstraZeneca did not independently operate another renal anaemia treatment business outside the target, so the transaction did not combine previously competing market shares. In addition, AstraZeneca had already been responsible for marketing the Evrenzo-branded roxadustat product in China before the transaction and held an exclusive licence to relevant patents, while production by FibroGen was substantially influenced by AstraZeneca’s marketing requirements. The transaction therefore represented, to a significant extent, a change in the ownership and control structure of an existing business rather than the combination of two independent competitors.
The case confirms that SAMR’s merger analysis is not limited to a static assessment of current market shares. Credible and timely entry by new competitors may materially constrain a firm with a comparatively high current market share. This is particularly important in sectors such as pharmaceuticals, where patent expiry, regulatory approvals and anticipated generic entry may rapidly alter competitive conditions. Forward-looking evidence concerning expected entry and other changes in market structure may therefore be highly relevant to the substantive assessment: the target’s 40-45% market share was only the starting point, while the absence of any material increment in market concentration and imminent generic entry substantially reduced the likelihood that the transaction would strengthen AstraZeneca’s market power.
3. Market Shares - The Calculation Metric Should Reflect Actual Competitive Strength
The third case concerned TCL Zhonghuan Renewable Energy Technology Co., Ltd.’s acquisition of control over DAS Solar Co., Ltd.
The parties were active across the photovoltaic supply chain, including monocrystalline silicon wafers, crystalline silicon solar cells and solar modules. SAMR defined separate global markets for monocrystalline solar wafers, crystalline silicon solar cells and crystalline silicon solar modules, while also examining competitive conditions in China. In the 2024 global monocrystalline solar wafer market, each party held a share below 25%. More significantly, in the two markets in which the parties actually overlapped horizontally - the global crystalline silicon solar cell market and the global crystalline silicon solar module market - their combined market share was below 5% in each case. The relatively limited horizontal increment was an important reason why the transaction qualified for the simplified procedure and ultimately received unconditional clearance..
SAMR also examined possible vertical foreclosure concerns arising from TCL Zhonghuan’s upstream wafer activities. It found that the combined entity would continue to face effective competitive constraints and would lack sufficient market power to foreclose access to upstream inputs or downstream customers. Against this background of limited downstream market shares, SAMR found neither a material ability nor a sufficient incentive for the combined entity to engage in input or customer foreclosure.
The principal significance of the case lies in SAMR’s approach to market-share calculation. During the review, SAMR concluded that shipment volume, rather than production output, was a more appropriate indicator of competitive strength in the photovoltaic industry.
Based on industry research and company interviews, SAMR found that shipment volume more accurately reflected actual product delivery and downstream market acceptance, whereas production output could overstate competitive significance where products remained in inventory or had not yet reached downstream customers. Shipment volume, by contrast, captures products that have actually moved from production into distribution channels and therefore provides a closer proxy for realised market participation and competitive strength. The parties were therefore required to recalculate their market shares using shipment volume instead of production output.
The case shows that market-share calculation is not a mechanical exercise. Although sales revenue is commonly used, SAMR may consider other metrics, including sales volume, output, capacity, installed base or reserves, where these better reflect competitive strength in the relevant industry. Transaction parties should therefore be prepared to explain not only their market-share figures, but also why the selected methodology appropriately reflects competitive conditions.
Comment
The three cases further illustrate SAMR’s increasingly substantive approach to merger review, with close attention to transaction structure, competitive dynamics and industry-specific characteristics. Filing parties should not only assess procedural eligibility accurately, but also ensure that market definition, competitive analysis and market-share data reflect the commercial realities of the transaction and the relevant industry.
For parties contemplating M&A transactions in China, early group-wide business mapping and competition analysis, supported by appropriate industry-specific data and methodologies, can improve filing quality and reduce procedural uncertainty arising from supplemental information requests, withdrawal or refiling.