China Antitrust Review Thresholds for Foreign M&A: 2026 Update
China’s antitrust merger control regime, enforced by the State Administration for Market Regulation (SAMR, 国家市场监督管理总局, Guójiā Shìchǎng Jiāndū Guǎnlǐ Zǒngjú), triggers mandatory filing when a transaction meets at least one of three turnover-based thresholds. Under the 2026 update, the primary global turnover threshold remains combined worldwide revenue exceeding RMB 10 billion (≈ $1.37 billion), with at least two parties each generating over RMB 400 million (≈ $55 million) inside China. A second, China-focused pathway activates when combined in-China turnover exceeds RMB 2 billion (≈ $274 million), also with two parties above RMB 400 million each. A third, lesser-used threshold applies when one party has RMB 10 billion global revenue and the target’s China turnover tops RMB 4 billion. Understanding which threshold applies — and whether your cross-border deal triggers it — is the first step to avoiding penalties that can reach 10% of prior-year revenue.
Why the 2026 Update Matters for Foreign Investors
The 2022 revision of China’s Anti-Monopoly Law (AML, 反垄断法, fǎn lǒngduàn fǎ) introduced significantly stiffer penalties for “gun-jumping” — closing a reportable deal without SAMR approval — raising the maximum fine to 10% of the preceding year’s turnover for the offending entity. The 2026 update clarifies that the same penalty applies regardless of whether the transaction is ultimately cleared or blocked. For foreign acquirers who are accustomed to the US HSR Act approach or EU merger control timelines, the key difference is that SAMR retains the power to review deals even below the stated thresholds if it suspects a potential anti-competitive effect — known as the “catch-all” provision (兜底条款, dōudǐ tiáokuǎn). In 2025, SAMR used this provision to spotlight four foreign-to-foreign acquisitions involving Chinese subsidiaries, demonstrating that the regime is not merely a formality.
How the Three Thresholds Apply to Foreign M&A
Every foreign M&A deal involving a Chinese target or a party with Chinese operations must be assessed against each threshold. The table below summarizes the 2026 benchmark figures and the arithmetic required.
| Pathway | Threshold Condition | 2026 Value | Typical Trigger for Foreign Deals |
|---|---|---|---|
| Global Turnover | All parties combined global turnover exceeds RMB 10 billion AND at least two parties each have China turnover > RMB 400 million | RMB 10B global / RMB 400M China | Any large cross-border deal where the buyer and target both have Chinese sales |
| China Turnover | All parties combined China turnover exceeds RMB 2 billion AND at least two parties each have China turnover > RMB 400 million | RMB 2B combined / RMB 400M each | Deals primarily between domestic players or foreign firms with large China revenue |
| Target Turnover | One party has global turnover > RMB 10 billion AND the target’s China turnover > RMB 4 billion | RMB 10B global (one party) / RMB 4B target China | Acquisition of a sizable Chinese business by a large global player |
| Catch-all (discretionary) | SAMR believes the transaction may eliminate or restrict competition, regardless of turnover | No fixed value | Minority acquisitions, JV restructurings, or deals with market shares > 50% in narrow sectors |
Decision Framework: Do You Need to File?
If your combined global turnover exceeds RMB 10 billion and at least two parties have China turnover above RMB 400 million, you must file. If your combined China turnover exceeds RMB 2 billion with two parties above RMB 400 million, you must file. If your transaction falls below both monetary thresholds but involves a target with exceptionally high market concentration (e.g., above 50% share in a niche market), consider voluntary filing to preempt a SAMR inquiry. For purely offshore transactions with no Chinese nexus — no turnover from China, no Chinese subsidiary, no target with PRC operations — no filing is required, though you should document that analysis in your deal memos.
Pitfall 1: Ignoring the Catch-all Provision
Case Example: A Typical Foreign Acquisition under the 2026 Regime
Consider a German industrial automation company acquiring a Chinese sensor manufacturer. The buyer reports global revenue of €6 billion (~RMB 48 billion) and China revenue of RMB 1.5 billion. The target reports global revenue of RMB 600 million, all from China. Combined global turnover: RMB 48 billion + RMB 600 million = RMB 48.6 billion (>RMB 10B ✓). Two parties with China turnover > RMB 400 million: Buyer at RMB 1.5B ✓, Target at RMB 600M ✓. Result: mandatory filing. SAMR will assess whether the deal creates a player with more than 50% share in the industrial sensor market. If the combined market share after the deal is below 30%, clearance comes within the simplified 30-day procedure. If above 30%, the process extends to 90–180 days. In 2025, 85% of foreign filings were cleared in Phase 1 (under 30 days), but the 15% that triggered Phase 2 involved significantly longer timelines and often required remedies such as licensing commitments or structural separations.
Pitfall 2: Miscalculating the “Party” Base
Timeline, Fees, and Practical Steps for 2026
SAMR’s review is split into three phases. The simplified procedure (简易程序, jiǎnyì chéngxù) applies to deals where combined market share is below 15% (horizontal) or 25% (vertical) and takes approximately 30 calendar days from acceptance. The standard procedure (普通程序, pǔtōng chéngxù) takes 90 days, extendable to 150 days for complex cases. There is no official filing fee — SAMR does not charge a fee for review — but legal and consulting costs for a standard filing range from RMB 800,000 to RMB 2.5 million ($110,000–$345,000) depending on complexity. For 2026, SAMR has introduced a digital submission portal that accepts filings in both Chinese and English (with Chinese versions still prevailing for legal effect), cutting initial processing time by roughly 10 days compared to the paper-based system used before 2024.
Pitfall 3: Filing Too Late or Too Early in the Transaction Lifecycle
Comparing China’s Thresholds with Other Jurisdictions
China’s RMB 10 billion global threshold is lower than the US Hart-Scott-Rodino filing threshold (which adjusts annually and stood at $119.5 million in 2026) but comparable to the EU’s €5 billion global turnover trigger under the EU Merger Regulation. The key difference is China’s dual-localization rule: at least two parties must each have RMB 400 million in China turnover, whereas the EU requires only one party to have EU turnover above €250 million. This means a foreign-to-foreign deal can escape Chinese review even if both parties are very large, as long as one of them has minimal Chinese sales. In practice, however, global private equity firms and multinationals with Chinese subsidiaries nearly always need to file for transactions above $500 million in deal value.
NEXT STEPS
- Run a threshold test for your current deal. Use our SAMR filing checklist tool to determine if your transaction triggers any of the three thresholds or the catch-all provision. Access the SAMR Filing Checklist.
- Engage a local antitrust counsel early — before signing. SAMR requires a notarized power of attorney and Chinese-language filing documents. Begin preparation at least 8 weeks before your planned filing date. Read our Guide to Selecting China Antitrust Counsel.
- Calculate the true cost of a missed filing. Review our penalty exposure calculator, which factors in your actual China revenue and the 10% maximum fine. Try the Gun-Jumping Penalty Calculator.
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