The 2025 Comeback of Chinese Merger Control Enforcement

Introduction

2025 is proving a busy year for merger control in China, as the State Administration for Market Regulation (“SAMR”) – China’s antitrust authority – is beefing up merger control enforcement after a post-pandemic lull.

While SAMR “only” adopted four adverse decisions in 2023, one in 2024, and none in the first five months of 2025, it has issued six adverse decisions in quick succession since June 2025. In particular, SAMR has taken five conditional clearance decisions for the Bunge/Viterra, ANA/Nippon Cargo, Synopsys/Ansys, Keysight/Spirent and Codelco/SQM transactions and one prohibition decision against the Wuhan Yongtong/Shandong Huatai Pharma deal.

In a separate but related development, in its annual fair competition conference in September 2025, SAMR distributed a paper-copy booklet containing the “trilogy” of decisions in the Simcere Pharma/ Beijing Tobishi saga – the original SAMR conditional clearance decision, the administrative reconsideration decision, and the court judgment on appeal. This is the first time the administrative reconsideration decision on merger review was made public.

More recently, in December 2025, SAMR published summaries of three cases which were approved unconditionally – Hangzhou State-Owned Capital Investment/Yingde Gases, Gaoji Health/Tianji Pharmacy, and Ouyeel Lianjin Recycling/Hubei Gerui’en (“Case Summaries”) to illustrate how its substantive assessment plays out in different scenarios. This is the first time that SAMR has published details of unconditionally approved cases. In the past, only the names of the parties in such cases were released after approval.

Taken together, the six adverse SAMR decisions and the decisions in the Simcere Pharma/Beijing Tobishi case (together, “New Adverse Decisions”), along with the three Case Summaries, allow parties to future transactions to identify many patterns in SAMR’s enforcement practice.

Narrow enforcement focus

The New Adverse Decisions reveal a relatively clear enforcement focus, both in terms of sectors and companies affected.

Sector-wise, two of the adverse decisions focus on high-tech products (Synopsys/Ansys and Keysight/Spirent) and two on APIs (Simcere Pharma/Beijing Tobishi and Wuhan Yongtong/ Huatai Pharma). One case each deals with minerals (Codelco/SQM), food commodities (Bunge/Viterra), and air transport (ANA/Nippon Cargo). All of these sectors are deemed relatively sensitive in China.

Company-wise, except for the two domestic pharma transactions, all transactions in the adverse decisions involved only foreign companies. This pattern is consistent with the general merger control practice in China: since 2008, around 80% of conditional clearances and prohibitions have concerned transactions with only foreign parties.

In contrast, the Case Summaries may represent the majority of SAMR merger cases, involving almost all Chinese parties and concerning more traditional industries such as industrial gas, pharmacy stores, and steel recycling.

Going after below-threshold transactions

Today, SAMR uses the power to “call in” transactions below the thresholds – a power it has had since the 2022 revision of the AML – quite regularly. Four of the seven New Adverse Decisions involved transactions below the notification thresholds.

Among these four below-the-threshold transactions, SAMR formally requested the parties file in Wuhan Yongtong/Huatai Pharma and Synopsys/Ansys. In contrast, in Simcere Pharma/Beijing Tobishi and Keysight/Spirent, the parties were reported to have filed voluntary notifications. In the former case, it appears that the target in the hostile takeover filed a notification first, and the buyer followed with its own notification shortly after. This particular background helps explain the voluntary filings. In Keysight/Spirent, the most likely explanation is that the parties took the initiative to gain more legal certainty, or that SAMR requested the parties file – in an oral conversation.

In addition, SAMR announced in October 2025 that it had started investigating Qualcomm’s acquisition of Autotalks, despite the transaction reportedly being below the thresholds.

Stopping the clock

The New Adverse Decisions also show a consistent pattern in the way SAMR uses the stop-the-clock mechanism, enshrined in the AML since the 2022 revision. Among the seven procedures leading to the New Adverse Decisions, SAMR stopped the clock in six of them. This is consistent with the general trend since 2022: in around 80% of adverse decisions, the investigations were paused.

In four of the six procedures, the clock was stopped in mid-phase 3 (i.e., the 60-day extension of the in-depth review phase), mirroring the 60% rate observed since the AML revision in 2022.

Some of the pauses were very lengthy: over 11 months in Bunge/Viterra and close to 1.5 years in ANA/Nippon Cargo. Again, this is unfortunately consistent with past practice. In around half of the cases where SAMR stopped the clock, the pauses lasted longer than six months, and in more than one third of these cases, the pauses were 11 months or more.

Benchmark for substantive intervention

The New Adverse Decisions also confirm SAMR’s substantive intervention benchmarks.

Historically, around 90% of adverse decisions involved relevant markets in which the parties’ combined market share exceeded 35%. Six of the seven New Adverse Decisions include relevant markets where the combined market shares of the parties were above 35%.

This is also consistent with the standards set out in SAMR’s new Horizontal Guidelines on the Review of Concentrations between Business Operators published at the end of 2024, and the Draft Non-Horizontal Guidelines on the Review of Concentrations between Business Operators published in June 2025 (official version not released yet). According to these guidelines, in the case of a 35-50% market share, SAMR will likely find anti-competitive effects, while a market share above 50% creates a rebuttable presumption of such effects.

Only in Bunge/Viterra were the combined market shares lower – 20-25%, 30-35%, and 35-40% for imported barley, soybeans, and rapeseed, respectively. This relatively low level of combined market share resembles the approach that SAMR’s predecessor authority (the Ministry of Commerce, “MOFCOM”) adopted in the Marubeni/Gavilon case (also concerning food commodities), where market shares were inferred below 20%.

This low level of market share is even more intriguing, as SAMR’s decision in Bunge/Viterra defined the relevant product market as the import market for barley, soybeans, and rapeseeds – domestic produce was excluded. Interestingly, despite this relatively narrow market definition and the relatively low market shares, SAMR still imposed remedies, echoing MOFCOM’s approach in Marubeni/Gavilon. A similar narrow definition issue arose in Codelco/SQM.

In turn, the Case Summaries shed light on SAMR’s substantive assessment by showing how SAMR examines, and subsequently resolves, competition concerns at moderate market share levels. For example, in Hangzhou State-Owned Capital Investment/Yingde Gases, although the parties held a market share of only 25-35%, SAMR initially raised concerns but dismissed them after evaluating the bidding market (looking at aspects such as the win/loss ratio, the low rate of competitive overlap in bids, and the existence of significant buyer power). Similarly, in Gaoji Health/Tianji Pharmacy, involving a target company with a 40-45% market share downstream, potential foreclosure concerns were dismissed due to the acquirer’s limited market power upstream and the ease of new entry. The merger review in a third case, Ouyeel Lianjin Recycling/Hubei Gerui’en where the parties had market shares below 20%, proceeded without issues after SAMR conducted a more detailed examination of the market structure.

Diversity in remedies

Consistent with past practice, the types of remedies imposed in the New Adverse Decisions were quite diverse. Keysight/Spirent involved only structural remedies, in the form of a divestiture. Bunge/Viterra and Codelco/SQM were cleared with behavioural remedies only. The remaining four cases combined structural and behavioural measures.

Among the behavioural remedies, there was also notable diversity. Four decisions – Bunge/Viterra, Synopsys/Ansys, Codelco/SQM, and (to an extent) Simcere Pharma/Beijing Tobishi – essentially imposed an obligation on the parties to maintain continued and stable supply to customers post-transaction (in a broad sense). The two pharma decisions – in Simcere Pharma/Beijing Tobishi and Wuhan Yonggong/Huatai Pharma – imposed the quasi-structural remedy of terminating an exclusive supply agreement with a third party, even though these agreements were arguably not merger-specific.

Another trend is the rise of fully redacted remedies: six of the seven decisions included remedies withheld from public disclosure, including two in Bunge/Viterra, and one each in and Synopsys/Ansys, Keysight/Spirent, and Codelco/SQM.

Finally, there is also visible diversity in terms of the duration of the behavourial remedies: ten years in ANA/Nippon Cargo, Synopsys/Ansys, and Codelco/SQM; six years in Simcere Pharma/Beijing Tobishi; five years in Bunge/Viterra and Keysight/Spirent.

Conclusions

Chinese merger control is back. Notably, SAMR is now actively using its call-in powers for transactions below the thresholds.

This now regular exercise of call-in powers and, in particular, SAMR’s order to unwind the Wuhan Yonggong/Huatai Pharma transaction – despite not being notifiable and having closed over six years ago – sends a chilling signal to dealmakers. Nowadays, companies need to consider all options, including informal contacts with SAMR or voluntary notifications, when planning complex or sensitive deals affecting China.

On the positive side, the new merger decisions disclosed since summer 2025 show that SAMR largely follows pre-existing patterns in terms of sector focus, use of the stop-the-clock mechanism, market share levels for intervention, and (to an extent) the types of remedies it imposes, as well as SAMR’s merger guidelines. SAMR’s new practice of disclosing summaries of unconditional clearance decisions also adds transparency to its merger review practice. This consistency and transparency allow companies to reduce, at least partially, the legal uncertainty in complicated merger filings in China.