China’s SAMR Launches Investigation into Qualcomm’s Acquisition of Autotalks
Published 15 October 2025
Yu Du
On 10 October 2025, China’s State Administration for Market Regulation (SAMR) announced that it has initiated a formal investigation into Qualcomm Incorporated for its failure to properly declare its acquisition of Autotalks Ltd., in accordance with the PRC Anti-Monopoly Law. The regulator stated that the acquisition was completed without the necessary notification and review, constituting a suspected violation of the legal requirements for managing concentrations of undertakings.
In a follow-up press briefing on 12 October 2025, SAMR provided further details. It recalled that Qualcomm publicly announced its intent to acquire Autotalks in May 2023. Following a subsequent tip-off, SAMR conducted a comprehensive assessment and determined that, although the transaction’s turnover did not meet the standard notification thresholds, there was evidence indicating it could have the effect of excluding or restricting competition. Consequently, on 12 March 2024, SAMR formally notified Qualcomm in writing, instructing the company to submit a concentration declaration. The notification explicitly prohibited Qualcomm from implementing the concentration either before notification or before obtaining approval. On 14 March 2024, Qualcomm responded by letter, stating it would abandon the transaction. However, in June 2025, Qualcomm proceeded to complete the acquisition of Autotalks without filing the required notification or engaging in any communication with SAMR. Upon receiving another report, SAMR verified the facts, and Qualcomm itself admitted to the completion of the deal. With the facts clear and evidence conclusive, SAMR has now formally opened an investigation into the illegal implementation of the concentration.
Legal Basis under the Anti-Monopoly Law
The investigation is grounded in several key articles of the Anti-Monopoly Law. Article 26 grants SAMR the power to investigate and require notification for concentrations that fall below these standard declaration thresholds if evidence suggests the transaction could have the effect of eliminating or restricting competition. This article explicitly prohibits the implementation of the concentration before notification or approval is granted.
Article 58 of the Anti-Monopoly Law establishes liability for failure to notify. Undertakings that implement a concentration without obtaining clearance may be ordered to cease the implementation of the transaction, dispose of shares or assets, or take other measures to restore the pre-concentration state. They may also be subject to significant administrative fines of up to ten percent of their turnover in the previous fiscal year.
State Council’s Declaration Thresholds
The State Council has set notification thresholds for merger review in China. Transactions are generally subject to notification if the combined worldwide turnover of all undertakings concerned in the previous fiscal year exceeds RMB 12 billion and the Chinese turnover of at least two parties exceeds RMB 800 million, or if the combined Chinese turnover of all undertakings concerned exceeds RMB 4 billion and the Chinese turnover of at least two parties exceeds RMB 800 million.
According to Article 4 of the Provisions of the State Council on the Notification Thresholds for Concentrations of Undertakings, even where these thresholds are not met, SAMR retains the power to require a filing for transactions that may have anticompetitive effects. Qualcomm’s acquisition of Autotalks falls into this category of “below-threshold transactions” subject to regulatory review.
Potential Consequences for Qualcomm
Given the circumstances and the company’s prior receipt of a formal filing instruction from SAMR, Qualcomm may face serious regulatory consequences. SAMR could impose substantial fines based on Qualcomm’s previous year’s turnover in China. The agency could also order Qualcomm to unwind or modify the transaction to eliminate its anticompetitive effects. In addition, Qualcomm’s future transactions may be subject to heightened scrutiny by Chinese authorities.
This investigation could also have broader commercial consequences for Qualcomm, particularly given its prominent role in the automotive and semiconductor sectors. Regulatory non-compliance in such strategic industries can affect market access, partnership strategies, and the company’s reputation among business partners and regulators.
Comment
The Qualcomm-Autotalks investigation signals SAMR’s increasingly sophisticated and assertive approach to merger control, carrying significant implications for multinational corporations. It powerfully demonstrates that the statutory notification thresholds are not the sole determinant of regulatory scrutiny. SAMR is actively utilizing its powers under the AML to “call in” transactions that fall below these thresholds but are suspected of having anti-competitive effects. From a legal compliance perspective, a thorough antitrust assessment must go beyond a mere mechanical calculation of turnover against the thresholds. Companies must proactively consider whether a transaction, regardless of its size, could raise substantive competition concerns in China.
In a follow-up press briefing on 12 October 2025, SAMR provided further details. It recalled that Qualcomm publicly announced its intent to acquire Autotalks in May 2023. Following a subsequent tip-off, SAMR conducted a comprehensive assessment and determined that, although the transaction’s turnover did not meet the standard notification thresholds, there was evidence indicating it could have the effect of excluding or restricting competition. Consequently, on 12 March 2024, SAMR formally notified Qualcomm in writing, instructing the company to submit a concentration declaration. The notification explicitly prohibited Qualcomm from implementing the concentration either before notification or before obtaining approval. On 14 March 2024, Qualcomm responded by letter, stating it would abandon the transaction. However, in June 2025, Qualcomm proceeded to complete the acquisition of Autotalks without filing the required notification or engaging in any communication with SAMR. Upon receiving another report, SAMR verified the facts, and Qualcomm itself admitted to the completion of the deal. With the facts clear and evidence conclusive, SAMR has now formally opened an investigation into the illegal implementation of the concentration.
Legal Basis under the Anti-Monopoly Law
The investigation is grounded in several key articles of the Anti-Monopoly Law. Article 26 grants SAMR the power to investigate and require notification for concentrations that fall below these standard declaration thresholds if evidence suggests the transaction could have the effect of eliminating or restricting competition. This article explicitly prohibits the implementation of the concentration before notification or approval is granted.
Article 58 of the Anti-Monopoly Law establishes liability for failure to notify. Undertakings that implement a concentration without obtaining clearance may be ordered to cease the implementation of the transaction, dispose of shares or assets, or take other measures to restore the pre-concentration state. They may also be subject to significant administrative fines of up to ten percent of their turnover in the previous fiscal year.
State Council’s Declaration Thresholds
The State Council has set notification thresholds for merger review in China. Transactions are generally subject to notification if the combined worldwide turnover of all undertakings concerned in the previous fiscal year exceeds RMB 12 billion and the Chinese turnover of at least two parties exceeds RMB 800 million, or if the combined Chinese turnover of all undertakings concerned exceeds RMB 4 billion and the Chinese turnover of at least two parties exceeds RMB 800 million.
According to Article 4 of the Provisions of the State Council on the Notification Thresholds for Concentrations of Undertakings, even where these thresholds are not met, SAMR retains the power to require a filing for transactions that may have anticompetitive effects. Qualcomm’s acquisition of Autotalks falls into this category of “below-threshold transactions” subject to regulatory review.
Potential Consequences for Qualcomm
Given the circumstances and the company’s prior receipt of a formal filing instruction from SAMR, Qualcomm may face serious regulatory consequences. SAMR could impose substantial fines based on Qualcomm’s previous year’s turnover in China. The agency could also order Qualcomm to unwind or modify the transaction to eliminate its anticompetitive effects. In addition, Qualcomm’s future transactions may be subject to heightened scrutiny by Chinese authorities.
This investigation could also have broader commercial consequences for Qualcomm, particularly given its prominent role in the automotive and semiconductor sectors. Regulatory non-compliance in such strategic industries can affect market access, partnership strategies, and the company’s reputation among business partners and regulators.
Comment
The Qualcomm-Autotalks investigation signals SAMR’s increasingly sophisticated and assertive approach to merger control, carrying significant implications for multinational corporations. It powerfully demonstrates that the statutory notification thresholds are not the sole determinant of regulatory scrutiny. SAMR is actively utilizing its powers under the AML to “call in” transactions that fall below these thresholds but are suspected of having anti-competitive effects. From a legal compliance perspective, a thorough antitrust assessment must go beyond a mere mechanical calculation of turnover against the thresholds. Companies must proactively consider whether a transaction, regardless of its size, could raise substantive competition concerns in China.