On 29 September 2025, the State Administration for Market Regulation (SAMR) issued the Specification for Notification of Concentrations of Undertakings (MR/T0002-2025), an official industry standard that will be implemented from 1 October 2025. This specification establishes detailed requirements for merger notifications in China and provides a legal and procedural framework for businesses involved in concentrations. Its release reflects SAMR’s commitment to improving the transparency, consistency, and efficiency of the antitrust review process under China’s evolving competition law system.
The formulation of this standard comes against the backdrop of increasingly complex business transactions, including cross-border mergers, digital economy consolidations, and sophisticated investment structures. The new rules are intended to standardize notification procedures, clarify filing obligations, and provide consistent criteria for the assessment of concentrations that could potentially affect market competition. By doing so, SAMR aims to enhance compliance, streamline enforcement, and ensure fair competition in the Chinese market.
Scope and Definitions
The specification defines what constitutes a concentration under the Anti-Monopoly Law, including mergers between undertakings, acquisitions of control through equity or assets, and situations where control or decisive influence is obtained through contracts or other means. It also clarifies that the establishment of a jointly controlled joint venture qualifies as a concentration, while a sole-controlled entity does not. Control, whether de jure or de facto, is assessed based on various factors such as governance structure, shareholder rights, board composition, and decision-making power.
Thresholds for Notification
Thresholds for mandatory notification are provided in line with the Provisions of the State Council on the Notification Standards for Concentration of Undertakings. A filing is required when the combined global turnover of all undertakings involved in the previous fiscal year exceeds RMB 12 billion (approximately USD 1.65 billion), with at least two undertakings each generating over RMB 800 million (approximately USD 110 million) in China. Alternatively, if the combined turnover within China exceeds RMB 4 billion (approximately USD 550 million), and at least two undertakings each generate over RMB 800 million (approximately USD 110 million) domestically, notification is also mandatory. Even if these thresholds are not met, SAMR may still require a notification if there is evidence that the transaction may have the effect of eliminating or restricting competition.
Exemptions and Notification Responsibility
The standard also outlines cases that are exempt from notification, such as when one party already holds more than 50% of another or when multiple parties involved in the concentration are already commonly controlled. Furthermore, the specification identifies the parties responsible for notification. In mergers, all merging parties are responsible; in acquisitions, it is the party acquiring control. Delegated representatives may file on behalf of others, but liability for compliance remains.
Filing Documentation and Formats
Filing materials must adhere to the formats provided in Appendices C and D. These include comprehensive disclosures such as company structure, control relationships, financial data, turnover breakdowns, business descriptions, transaction terms, and competition impact analyses. The specification differentiates between standard and simplified filings. Simplified procedures apply to transactions with limited competitive overlap or those involving foreign entities with no economic activity in China. However, simplified treatment is denied in cases where markets are difficult to define or competition concerns exist.
Submission Procedures and Timeline
The submission process requires online filing via SAMR’s antitrust platform, with both confidential and non-confidential versions of the documents. The standard provides a full process flow for pre-filing consultations, determination of filing requirements, preparation of documents, acceptance, and review. SAMR conducts a 30-day preliminary review upon acceptance, which may be followed by a 90-day further review period. In complex cases, this may be extended by an additional 60 days. If key issues arise, the review period may be suspended.
Public Disclosure and Simplified Cases
Public disclosure is mandated for simplified cases, with a ten-day comment period during which third parties may raise objections. If material changes occur after submission, the notifying party must update or refile. The review may result in unconditional clearance, conditional approval, or prohibition of the transaction, depending on its competitive impact.
Market Definition and Competition Assessment
The specification also includes detailed guidance on calculating turnover (including for financial institutions), defining control, and identifying relevant markets based on demand and supply substitutability. It introduces quantitative tools such as HHI and CRn indexes to assess market concentration levels. Parties must provide supporting data and explanations regarding market structure, barriers to entry, efficiency gains, and the transaction’s effects on suppliers, consumers, innovation, and public interest.
Comment
By establishing a unified, transparent, and enforceable system for merger control, the standard will facilitate legal compliance, promote competition, and align China’s practices more closely with international norms. Businesses engaging in mergers and acquisitions with a nexus to China should carefully study the new requirements and ensure timely and accurate notification where applicable.
The formulation of this standard comes against the backdrop of increasingly complex business transactions, including cross-border mergers, digital economy consolidations, and sophisticated investment structures. The new rules are intended to standardize notification procedures, clarify filing obligations, and provide consistent criteria for the assessment of concentrations that could potentially affect market competition. By doing so, SAMR aims to enhance compliance, streamline enforcement, and ensure fair competition in the Chinese market.
Scope and Definitions
The specification defines what constitutes a concentration under the Anti-Monopoly Law, including mergers between undertakings, acquisitions of control through equity or assets, and situations where control or decisive influence is obtained through contracts or other means. It also clarifies that the establishment of a jointly controlled joint venture qualifies as a concentration, while a sole-controlled entity does not. Control, whether de jure or de facto, is assessed based on various factors such as governance structure, shareholder rights, board composition, and decision-making power.
Thresholds for Notification
Thresholds for mandatory notification are provided in line with the Provisions of the State Council on the Notification Standards for Concentration of Undertakings. A filing is required when the combined global turnover of all undertakings involved in the previous fiscal year exceeds RMB 12 billion (approximately USD 1.65 billion), with at least two undertakings each generating over RMB 800 million (approximately USD 110 million) in China. Alternatively, if the combined turnover within China exceeds RMB 4 billion (approximately USD 550 million), and at least two undertakings each generate over RMB 800 million (approximately USD 110 million) domestically, notification is also mandatory. Even if these thresholds are not met, SAMR may still require a notification if there is evidence that the transaction may have the effect of eliminating or restricting competition.
Exemptions and Notification Responsibility
The standard also outlines cases that are exempt from notification, such as when one party already holds more than 50% of another or when multiple parties involved in the concentration are already commonly controlled. Furthermore, the specification identifies the parties responsible for notification. In mergers, all merging parties are responsible; in acquisitions, it is the party acquiring control. Delegated representatives may file on behalf of others, but liability for compliance remains.
Filing Documentation and Formats
Filing materials must adhere to the formats provided in Appendices C and D. These include comprehensive disclosures such as company structure, control relationships, financial data, turnover breakdowns, business descriptions, transaction terms, and competition impact analyses. The specification differentiates between standard and simplified filings. Simplified procedures apply to transactions with limited competitive overlap or those involving foreign entities with no economic activity in China. However, simplified treatment is denied in cases where markets are difficult to define or competition concerns exist.
Submission Procedures and Timeline
The submission process requires online filing via SAMR’s antitrust platform, with both confidential and non-confidential versions of the documents. The standard provides a full process flow for pre-filing consultations, determination of filing requirements, preparation of documents, acceptance, and review. SAMR conducts a 30-day preliminary review upon acceptance, which may be followed by a 90-day further review period. In complex cases, this may be extended by an additional 60 days. If key issues arise, the review period may be suspended.
Public Disclosure and Simplified Cases
Public disclosure is mandated for simplified cases, with a ten-day comment period during which third parties may raise objections. If material changes occur after submission, the notifying party must update or refile. The review may result in unconditional clearance, conditional approval, or prohibition of the transaction, depending on its competitive impact.
Market Definition and Competition Assessment
The specification also includes detailed guidance on calculating turnover (including for financial institutions), defining control, and identifying relevant markets based on demand and supply substitutability. It introduces quantitative tools such as HHI and CRn indexes to assess market concentration levels. Parties must provide supporting data and explanations regarding market structure, barriers to entry, efficiency gains, and the transaction’s effects on suppliers, consumers, innovation, and public interest.
Comment
By establishing a unified, transparent, and enforceable system for merger control, the standard will facilitate legal compliance, promote competition, and align China’s practices more closely with international norms. Businesses engaging in mergers and acquisitions with a nexus to China should carefully study the new requirements and ensure timely and accurate notification where applicable.