Provisions of the State Council on the Thresholds for the Declaration of Concentration of Undertakings — Full English Translation (2024)

Promulgated by Decree No. 529 of the State Council of the People’s Republic of China on August 3, 2008; amended for the first time in accordance with the Decision of the State Council on Amending Certain Administrative Regulations on September 18, 2018; amended for the second time by Decree No. 773 of the State Council of the People’s Republic of China on January 22, 2024

Effective: January 22, 2024

Article 1 — These Provisions are formulated in accordance with the Anti-Monopoly Law of the People’s Republic of China for the purpose of specifying the thresholds for the declaration of concentration of undertakings.

Article 2 — A concentration of undertakings refers to any of the following circumstances:

(1) a merger of undertakings;

(2) an undertaking acquires control over another undertaking by acquiring equity interests or assets; or

(3) an undertaking acquires control over another undertaking, or is able to exercise a decisive influence over another undertaking, by means of a contract or otherwise.

Article 3 — Where a concentration of undertakings meets either of the following thresholds, the undertakings concerned shall declare the concentration to the anti-monopoly enforcement authority of the State Council in advance, and shall not implement the concentration without such declaration:

(1) the aggregate global turnover of all the undertakings participating in the concentration in the preceding fiscal year exceeds RMB 12 billion, and the turnover in the territory of China of each of at least two of the undertakings participating in the concentration in the preceding fiscal year exceeds RMB 800 million; or

(2) the aggregate turnover in the territory of China of all the undertakings participating in the concentration in the preceding fiscal year exceeds RMB 4 billion, and the turnover in the territory of China of each of at least two of the undertakings participating in the concentration in the preceding fiscal year exceeds RMB 800 million.

The calculation of turnover shall take into account the actual circumstances of special industries and sectors such as banking, insurance, securities and futures; the specific measures therefor shall be formulated by the anti-monopoly enforcement authority of the State Council in conjunction with the relevant departments of the State Council.

Article 4 — Where a concentration of undertakings does not reach the declaration thresholds prescribed in Article 3 of these Provisions, but there is evidence proving that the concentration has or may have the effect of eliminating or restricting competition, the anti-monopoly enforcement authority of the State Council may require the undertakings concerned to make a declaration.

Article 5 — Where an undertaking fails to make a declaration in accordance with Articles 3 and 4 of these Provisions, the anti-monopoly enforcement authority of the State Council shall conduct an investigation in accordance with the law.

Article 6 — The anti-monopoly enforcement authority of the State Council shall, in light of economic development, evaluate the implementation of the declaration thresholds prescribed in these Provisions.

Article 7 — These Provisions shall come into force on the date of promulgation.

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