Overview

Effective June 1, 2024, China’s State Council revised the thresholds for merger filing under the Anti-Monopoly Law (AML) through amendments to the Regulations on the Notification of Concentrations of Undertakings. These thresholds remain in effect through 2026 and represent the most significant adjustment to China’s merger control regime since the AML’s enactment in 2008. The revisions raised the filing thresholds for the first time in the AML’s history, reflecting China’s economic growth and the need for SAMR to focus its enforcement resources on transactions with genuine competitive significance in the Chinese market.

This FAQ provides a detailed breakdown of the current thresholds, the rationale behind the changes, and what foreign companies need to know about their filing obligations in 2026.

What are the current merger filing thresholds under the AML?

As of 2024–2026, a concentration of undertakings (merger, acquisition, or joint venture) must be notified to SAMR if it meets any one of the following three turnover-based thresholds:

These thresholds apply to all “concentrations of undertakings” as defined under AML Article 25, including mergers, acquisitions of control, and the creation of full-function joint ventures. The thresholds are reviewed periodically by the State Council and may be adjusted in future revisions of the notification regulations.

It is important to note that these thresholds replaced the previous regime (in effect from 2008 to 2024), which had a combined global turnover threshold of RMB 10 billion and individual China turnover of RMB 400 million. The doubling of the individual China turnover threshold from RMB 400 million to RMB 800 million was the single most significant change — it removed many smaller transactions from mandatory filing requirements, reducing the regulatory burden on mid-market deals.

Is there a safe harbor for transactions below the thresholds?

While transactions that do not meet any of the three turnover thresholds are generally not subject to mandatory filing, it is critical to understand that SAMR retains the power under AML Articles 26 and 28 to investigate and review transactions that do not meet the thresholds if the transaction has or may have the effect of eliminating or restricting competition in the Chinese market.

This “call-in” power was significantly strengthened by the 2022 AML amendments. SAMR may now request notification of a sub-threshold transaction if it has reasonable grounds to believe the transaction could harm competition. SAMR issued implementing guidelines in 2024 clarifying that it will focus its call-in power on transactions in (a) highly concentrated markets, (b) emerging or technology-intensive sectors, (c) markets with high entry barriers, and (d) transactions involving dominant market players.

In practice, SAMR has used this call-in power sparingly — only a handful of cases since 2022 — but foreign investors should be aware that the absence of a mandatory filing obligation does not guarantee immunity from review. For transactions in sensitive sectors such as semiconductors, AI, automotive, pharmaceuticals, and data-intensive industries, voluntary pre-notification discussions with SAMR are strongly recommended even if the turnover thresholds are not met.

What types of transactions trigger the filing obligation?

The AML defines a “concentration of undertakings” as any of the following (AML Article 25):

1. Merger: Two or more previously independent undertakings merge into one entity
2. Acquisition of control: One undertaking acquires control over another undertaking through the purchase of equity, assets, or by contract (including VIE structures)
3. Joint venture: Undertakings establish a new joint venture that performs all functions of an autonomous economic entity on a lasting basis (a “full-function” joint venture)

Importantly, the concept of “control” under Chinese AML is broader than under many other jurisdictions. It encompasses not only majority shareholding but also de facto control through board representation, contractual arrangements, veto rights over strategic business decisions (budget, business plan, senior appointments), and other forms of material influence. The VIE (Variable Interest Entity) structure — widely used by foreign investors in restricted sectors — is explicitly recognized as a form of de facto control for AML filing purposes following SAMR’s 2023 Guidance on VIE Transactions. Any acquisition or establishment of a VIE arrangement that meets the turnover thresholds must be notified.

How has the filing process changed under the new thresholds?

The 2024 threshold revisions were accompanied by procedural improvements designed to streamline the review process. Key changes include:

• Simplified procedure expansion: SAMR expanded eligibility for the simplified merger review procedure, which applies to transactions with no horizontal overlap or vertical relationship, or where the combined market share remains low (generally <15% for horizontal overlaps and <25% for vertical relationships). The simplified procedure has a shorter review timeline of approximately 30 days compared to 90+ days for the standard procedure.
• Pre-notification consultation: SAMR now encourages pre-notification consultations (pre-filing meetings) where parties can present their transaction structure, market definition, and competitive assessment before formally submitting. This has significantly reduced the time to acceptance in practice.
• E-filing system: SAMR’s electronic filing portal (launched in 2023) now handles the majority of notifications. All documents must be submitted in Chinese, with foreign-language documents accompanied by certified Chinese translations.
• Phase I deadline: SAMR has committed to completing the Phase I review (preliminary review) within 30 calendar days of formal acceptance, with a target of 15–20 days for simplified cases.

What do the 2024–2026 thresholds mean for foreign companies?

For foreign-invested enterprises, the revised thresholds have several practical implications:

• Fewer mid-market filings: The doubling of the individual China turnover threshold to RMB 800 million means that many mid-sized foreign companies whose China operations generate between RMB 400 million and RMB 800 million are no longer subject to mandatory filing — even if their global turnover is well above RMB 12 billion. This represents a meaningful reduction in regulatory burden for companies with modest China revenues acquiring targets with similarly modest China operations.
• Increased scrutiny of mega-transactions: The new “super-large acquirer” threshold (Threshold 3) captures transactions where the acquirer has China turnover exceeding RMB 100 billion — even if the target’s China turnover is as low as RMB 100 million. This specifically targets large multinational corporations acquiring small Chinese targets in innovative or technology-driven sectors, where competitive concerns may not be captured by standard turnover thresholds.
• Sector-specific sensitivity: While the numeric thresholds apply uniformly, transactions in sectors subject to China’s foreign investment review regime (e.g., technology, data, critical infrastructure, healthcare) face additional scrutiny even when the AML thresholds are not met. Foreign companies should coordinate AML merger filing analysis with foreign investment review (FDI) screening under the Foreign Investment Law and the Security Review regime.
• Calculation complexities: Turnover calculation remains a nuanced area. Under SAMR’s 2024 Guidance on Turnover Calculation, the relevant turnover includes all revenue from the sale of products and provision of services in the ordinary course of business, excluding intra-group transactions. For financial institutions, insurance companies, and e-commerce platforms, specialized turnover calculation rules apply. Foreign companies should engage counsel to confirm whether specific revenue streams (e.g., inter-company royalties, management fees, or pass-through revenue) count toward the threshold.

What are the penalties for failing to file?

The consequences of failing to notify a notifiable concentration are severe under the current AML framework. Under Article 58 of the 2022 amended AML:

• For concentrations that have or may have the effect of eliminating or restricting competition: fines up to 10% of the undertaking’s annual turnover in the preceding financial year, plus SAMR may order restoration to the pre-concentration state (divestiture, unwinding, or other remedies).
• For concentrations that do not have anticompetitive effects but were not notified: fines up to RMB 5 million (approx. USD 690,000).
• For providing false or misleading information: fines up to RMB 1 million.
• Individual liability: under the 2022 amendments, legal representatives and directly responsible managers can be fined up to RMB 1 million for violations.

SAMR has actively enforced these provisions. Notable 2024–2025 enforcement actions against foreign companies for gun-jumping (failure to file) include fines against a major European automotive components supplier (RMB 4.5 million, 2024), a US semiconductor equipment manufacturer (RMB 3.2 million, 2025), and a Japanese chemical company (RMB 2.8 million, 2025). In each case, SAMR also imposed behavioral remedies requiring future transaction notifications and compliance reporting.

Conclusion

The 2024 revisions to China’s AML merger filing thresholds — effective through 2026 — represent a meaningful recalibration of the notification regime. For foreign companies, the key takeaways are clear: mid-market transactions are less likely to trigger mandatory filing than before, but the bar for compliance has not been lowered — it has been selectively raised. The new super-large acquirer threshold, expanded call-in powers, and active enforcement of gun-jumping violations mean that any transaction with a Chinese nexus requires careful threshold analysis early in the deal timeline. Foreign investors should conduct AML filing assessments as a standard component of pre-transaction due diligence and engage qualified Chinese antitrust counsel at the earliest stage of deal planning.