What Happened
China’s antitrust regulator, the State Administration for Market Regulation (SAMR, 国家市场监督管理总局, Guójiā Shìchǎng Jiāndū Guǎnlǐ Zǒngjú), granted conditional approval to five major cross-border M&A deals in 2025. Each approval came with binding conditions that reveal a clear pattern of enforcement priorities. If your company is considering any transaction with a China footprint — acquiring a target with Chinese subsidiaries, merging with a competitor that sells into China, or buying a supplier with Chinese customers — these five trends will shape your deal timeline, cost, and feasibility. This analysis draws on China Briefing’s detailed review of SAMR’s 2025 conditional approvals.
Why It Matters
SAMR has quietly become one of the world’s most consequential antitrust regulators for cross-border deals. In 2025 alone, it imposed conditions on transactions involving industries from semiconductors to agricultural commodities. The message is clear: SAMR is no longer a rubber-stamp agency.
What makes this especially relevant for foreign deal teams is the extraterritorial reach. SAMR can — and does — review transactions between two non-Chinese companies if the combined entity has sufficient China revenue. In at least one 2025 case, SAMR required notification even where the standard filing thresholds were not formally triggered. The regulator argued that the transaction’s effect on the Chinese market justified review.
The review process itself has also grown more demanding. Statutory timelines are routinely exceeded. A new “stop-the-clock” mechanism allows SAMR to pause its review clock when it requests additional information, which means deals that look like they should clear in 180 days can stretch well beyond that mark. Your M&A timeline needs to account for this from day one. For the broader regulatory context, see our analysis of China’s 2026 legislative agenda and how Beijing’s 15-point foreign capital plan is reshaping the regulatory environment.
The Five Enforcement Trends
1. Supply Chain Commitments. For any transaction involving critical imports to China — soybeans, lithium, copper, semiconductor materials — SAMR now routinely requires the merged entity to guarantee continued supply to Chinese customers. These commitments are binding and monitored. In one 2025 agricultural deal, the acquirer had to commit to maintaining soybean supply volumes to Chinese buyers at pre-merger levels for a minimum of five years.
2. Divestiture Requirements in Tech. Where the combined entity’s market share would substantially reduce competition in technology sectors, SAMR is ordering divestitures of China-facing business units. This is not a theoretical risk. Two of the five conditional approvals in 2025 included mandatory divestiture of specific product lines or regional operations that overlapped in the Chinese market.
3. The Stop-the-Clock Mechanism. SAMR can now pause its statutory review clock when it issues requests for additional information — and it does so frequently. This means your deal’s regulatory review can extend months beyond the initial timeline. Build at least 60-90 days of buffer into your closing timeline for any transaction with a China nexus.
4. China-Specific Behavioral Conditions. Almost every conditional approval in 2025 included behavioral restrictions designed specifically to protect Chinese customers and supply chain partners. These go well beyond standard global remedies. Examples include requirements to maintain separate Chinese-language customer support operations, restrictions on pricing changes for Chinese buyers, and obligations to continue supplying legacy products to Chinese industrial customers for defined transition periods.
5. Mandatory Notification Below Thresholds. This is perhaps the most disruptive trend. Even if your transaction falls below China’s merger filing thresholds — currently triggered when combined global revenue exceeds RMB 10 billion (approximately USD 1.4 billion) and each party has at least RMB 400 million (USD 55 million) in China revenue — SAMR may still require notification. The regulator has asserted the authority to review deals that “may have the effect of eliminating or restricting competition in the Chinese market,” regardless of revenue thresholds.
What You Should Do
For any cross-border deal with China exposure, your deal team should take the following steps early in the process:
- Map China revenue early. Even if your target is a US or European company, quantify its China-derived revenue, customer relationships, and supply chain dependencies before signing. This determines whether SAMR notification is advisable even if thresholds aren’t met.
- Build SAMR review into the timeline. Assume a minimum of 6-9 months for SAMR clearance if conditions are likely. Do not plan for the statutory 180-day timeline — it is almost never the actual timeline.
- Prepare remedy proposals proactively. If your deal involves semiconductors, critical minerals, agricultural commodities, or any sector with Chinese industrial policy significance, prepare a remedy package — supply commitments, divestiture options, behavioral safeguards — before SAMR asks for one.
- Engage Chinese antitrust counsel early. SAMR’s review process is substantively different from the EU’s DG Comp or the US FTC/DOJ process. Local counsel who understand the regulator’s priorities can identify risks that global antitrust advisors may miss.
- Consider SAMR in deal protection clauses. Your merger agreement should address the risk of extended SAMR review. Review your “regulatory efforts” covenant, the outside date, and the reverse termination fee structure to reflect the reality of Chinese merger control in 2026.
The Number to Remember
5 out of 5. Every single cross-border transaction that received SAMR conditional approval in 2025 came with China-specific behavioral conditions — not one deal was approved with purely structural remedies. The era of negotiating a global remedy package and hoping it satisfies Beijing is over. Your deal needs a China-specific remedy strategy from the start.
— China Gateway 360 —
Remote China market entry support, built around execution.
