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Content last updated: 31-07-2019

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  • Merger Screening

2. Establishing jurisdiction for notification of mergers

2.3 General thresholds

2.3.1 Threshold(s) for when a concentration must be notified under the general merger control regime?

Merger control filing is required when:

  • the combined global turnover of the undertakings concerned exceeded RMB 10,000,000,000 in the last financial year, and each of at least two of the undertakings concerned had an aggregate turnover exceeding RMB 400,000,000 in China in the last financial year; or
  • the combined turnover of the undertakings concerned exceeded RMB 2,000,000,000 in China in the last financial year, and each of at least two of the undertakings concerned had an aggregate turnover exceeding RMB 400,000,000 in the last financial year.

2.3.2 For each threshold, can the threshold be triggered by only one party having local turnover?

Content will be available soon.

2.3.3 For each threshold, can the threshold be triggered without any party having local turnover?

Content will be available soon.

2.3.4 Are there any circumstances where transactions falling below these thresholds may be still investigated?

The undertakings concerned may voluntarily notify a transaction falling below the above thresholds.

The Ministry of Commerce has jurisdiction to review any transaction, regardless of the thresholds outlined in Section 2.3.1 above, if it considers that the transaction is likely to result in the “elimination or restriction of competition”.

2.4 Other national thresholds for ex ante merger control (e.g. sector-specific rules)

2.4.1 Relevant thresholds for sector-specific or other ex ante merger control rules?

Foreign investment:

All foreign investment in China must be notified to, and in some cases also approved by, the Ministry of Commerce Foreign. Foreign investment is regulated on a sector-by-sector basis. Certain sectors are either not open to foreign investment or subject to foreign ownership restrictions.

Special rules apply to acquisition of “actual control” over Chinese businesses by foreign investors involving the following sectors:

  • defence
  • certain agricultural products
  • certain energy infrastructure
  • transportation
  • technology
  • equipment manufacturing.
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and last updated on 31-07-2019 by

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