Information date: 28 October 2026 — China's merger-control thresholds, revised in January 2024, are met where the parties' combined worldwide turnover exceeds RMB 12 billion and at least two of them each have China turnover above RMB 800 million, or where combined China turnover exceeds RMB 4 billion with at least two parties each above RMB 800 million. The simplified procedure covers concentrations unlikely to raise concerns — low combined shares, no horizontal overlap — and SAMR's review clock in simplified cases is 30 days from acceptance, extendable if the case is converted to the ordinary procedure. Knowing that statement is not enough for an operating, research or compliance decision. The team must first establish who and what it applies to, how the effect reaches the real process, and which evidence would justify action.
Verified facts and scope
China's merger-control thresholds, revised in January 2024, are met where the parties' combined worldwide turnover exceeds RMB 12 billion and at least two of them each have China turnover above RMB 800 million, or where combined China turnover exceeds RMB 4 billion with at least two parties each above RMB 800 million. The simplified procedure covers concentrations unlikely to raise concerns — low combined shares, no horizontal overlap — and SAMR's review clock in simplified cases is 30 days from acceptance, extendable if the case is converted to the ordinary procedure.
Confirm first: whether the deal confers control or joint control (including via VIE structures), the turnover calculation perimeter (whole group, prior financial year, attributable to China), any exemption (same-controller transactions, insolvency reorganisation), whether a simplified-procedure category genuinely applies, and whether other jurisdictions require a parallel filing that could close earlier.
How the effect reaches operations
The simplified route is a low-cost channel for clearly benign deals: the notifying party self-selects the applicable category and files market-share and competitive-analysis materials, SAMR accepts the file and issues a no-further-review decision within 30 days. If review reveals a horizontal overlap or share level that belongs in the ordinary procedure, the case converts, the clock restarts and the timetable can stretch to 180 days or more.
Under-counting turnover by omitting jointly controlled or affiliated entities leads to closing without notification. Wrongly choosing the simplified route converts to the ordinary one and breaks the closing timetable. Gun-jumping — integrating businesses before clearance — carries fines even in benign deals. And treating the 30 days as a guarantee ignores the time needed to cure an incomplete filing pack.
For “Case: A Foreign Acquirer Takes China's Simplified Merger-Control Route — Turnover Thresholds, the Notification Pack and the Review Clock That Followed”, official rules or published findings, direct evidence from the relevant product or process, and assumptions that remain untested should be recorded separately. A broad source defines the external boundary; it does not replace batch records, protocols, contracts, labels or direct observations.
Decision
Where there is no horizontal overlap in China, combined shares sit below 15% and no exclusion applies, file simplified and build a 30 to 60 day regulatory buffer into the closing conditions. Where overlap exists or one party is a market leader, plan for the ordinary procedure, four to six months, a long-stop date and a reverse termination fee in the SPA.
Implementation checklist
- Test the turnover perimeter at group level before signing, not after.
- Self-assess the simplified categories against actual China market shares.
- Draft closing conditions with a regulatory long-stop and a cure period for the filing pack.
- Assign one decision owner, one implementation owner and a dated review point for “Case: A Foreign Acquirer Takes China's Simplified Merger-Control Route — Turnover Thresholds, the Notification Pack and the Review Clock That Followed”.
- For “Case: A Foreign Acquirer Takes China's Simplified Merger-Control Route — Turnover Thresholds, the Notification Pack and the Review Clock That Followed”, archive the source page, access date, applicable population or entity, and internal evidence both supporting and opposing the current decision.
- When a rule, formulation, supplier, protocol or observed result changes, reopen only the affected question in “Case: A Foreign Acquirer Takes China's Simplified Merger-Control Route — Turnover Thresholds, the Notification Pack and the Review Clock That Followed”.
Evidence and review
For “Case: A Foreign Acquirer Takes China's Simplified Merger-Control Route — Turnover Thresholds, the Notification Pack and the Review Clock That Followed”, start with one real case rather than an abstract checklist. Record the input version, responsible owner, start time, observed result and stop condition. If the team cannot complete “Test the turnover perimeter at group level before signing, not after.” with current evidence, it should not expand the process to more products, patients, suppliers or markets. The first review should focus only on facts capable of changing the decision.
The second control follows “Self-assess the simplified categories against actual China market shares.”. Keep the source date, applicable population or entity, deadline, cost effect and owner in the same evidence file. A wording preference does not justify a new version. A repeated discrepancy, an unsupported health claim or a regulatory mismatch does: correct that point and hold release until the evidence is available.
After “Draft closing conditions with a regulatory long-stop and a cure period for the filing pack.”, compare the intended outcome with what actually happened. Apply the same success criteria to each later expansion. If only one number, date or responsibility changes, update that field and the affected conclusion instead of recreating evidence that remains valid. This keeps the decision traceable without turning review into an open-ended rewrite cycle.
Limits of the conclusion
A case-style walkthrough of the simplified merger-control route, not antitrust or legal advice; filing strategy and thresholds application require counsel and SAMR practice review.
