Executive Summary
China’s State Administration for Market Regulation (SAMR) granted conditional approval to five major cross-border mergers in 2025. Each one came with binding conditions — supply commitments, structural divestitures, and China-specific behavioral remedies — that went further than what U.S. or EU regulators required for the same deals. If your company is planning, structuring, or financing a cross-border transaction with any meaningful China exposure, these five cases are your new playbook for what SAMR will demand before it says yes.
The implications extend well beyond the five transactions themselves. SAMR has used these approvals to establish a consistent enforcement posture: it will protect China’s access to critical commodities, preserve competition in technology markets that matter to Chinese industry, extend review timelines far beyond statutory limits, and impose conditions even on deals that fall below the formal filing thresholds. For foreign deal teams, the takeaway is unmistakable — SAMR review is now a deal-structuring concern, not a post-signing formality.
The Regulatory Context: How SAMR Got Here
SAMR’s antitrust arm, the State Anti-Monopoly Bureau, was established in 2018 through the merger of three previously separate antitrust enforcement agencies. In the seven years since, it has grown into one of the world’s three dominant merger control regulators, alongside the U.S. Department of Justice and the European Commission. But its enforcement approach has accelerated sharply since 2022, when China revised its Anti-Monopoly Law (AML) — the first comprehensive overhaul since the law’s enactment in 2008.
The 2022 AML revision introduced a critical new tool: Article 32’s “stop-the-clock” mechanism, which allows SAMR to suspend statutory review periods when parties fail to submit required documents, when new facts emerge, or when further evaluation of restrictive conditions is needed. Before 2022, SAMR was bound by hard deadlines. Now it is not. In 2024, the State Council further updated the filing thresholds, raising the combined-global-turnover trigger to RMB 12 billion (US$1.66 billion) and the combined-China-turnover trigger to RMB 4 billion (US$552 million), while simultaneously empowering SAMR to require notification even when these thresholds are not met — if the transaction “has or may have the effect of excluding or restricting competition.”
These two changes — flexible timelines and discretionary jurisdiction — have transformed SAMR from a procedural gatekeeper into a strategic regulator. The five conditional approvals granted in 2025 are the clearest evidence yet of how that transformation plays out in practice.
The Five Cases: A Transaction-by-Transaction Breakdown
SAMR imposed conditions on five cross-border transactions in 2025: Synopsys’s acquisition of Ansys (semiconductors/EDA software), Bunge’s acquisition of Viterra (agricultural commodities), ANA Holdings’ acquisition of Nippon Cargo Airlines (aviation cargo), Keysight Technologies’ acquisition of Spirent Communications (electronic testing equipment), and the Codelco-SQM joint venture (lithium mining). Three involved U.S. acquirers, one involved Japanese airlines, and one involved Chilean state-owned enterprises — but all had one thing in common: a material impact on the Chinese market.
The conditions SAMR imposed fall into five distinct patterns. Each pattern represents an enforcement trend that deal teams should treat as a baseline planning assumption, not a remote contingency.
Trend 1: Supply Chain Commitments for Critical Commodity Imports
When a transaction touches products that China imports at scale — soybeans, lithium, copper, canola — SAMR will demand binding supply guarantees. This is not about market competition in the traditional antitrust sense. It is about China’s industrial security.
In Bunge’s acquisition of Viterra — a deal that consolidated two of the world’s largest agricultural commodity traders — SAMR required the merged entity to maintain a “timely, stable, reliable, and adequate supply of soybeans, barley, and canola to Chinese customers.” The conditions went further: the company must report quarterly sales volumes to SAMR within 30 days of each quarter’s end, must promptly notify SAMR in the event of global crop shortages, and must use “best efforts” to maintain supply during those shortages. Pricing is constrained — per-transaction prices must stay within a set range of the benchmark market price, and annual average price increases are capped at a specified percentage.
In the Codelco-SQM lithium joint venture — arguably the most strategically significant merger for China’s electric vehicle and battery industries — SAMR imposed a confidential minimum annual supply volume floor and an annual average price cap tied to benchmark market prices. If supply conditions deteriorate, the JV must establish a special problem-solving team, report the situation to SAMR, and submit a resolution plan. These are not passive reporting obligations. They are active supply-assurance mechanisms enforced by a foreign regulator on companies headquartered 19,000 kilometers away.
China imports roughly 85% of its soybeans and over 70% of its lithium. For any transaction in sectors where China has comparable import dependency — energy, metals, semiconductors, specialty chemicals, rare earths, agricultural inputs — you should expect SAMR to seek supply commitments that go well beyond what the DOJ or European Commission would require.
Trend 2: Structural Divestitures in Technology Sectors
When a technology transaction produces combined market shares high enough to substantially reduce competition, SAMR is now willing to require the buyer to carve out and sell entire business units — including R&D, distribution, licensing, and sales operations — specifically for the China-facing parts of the business.
In Synopsys’s acquisition of Ansys, SAMR required the divestiture of Synopsys’s entire optical and photonic device simulation business and Ansys’s power analysis software business. In Keysight’s acquisition of Spirent, SAMR required Keysight to divest Spirent’s high-speed Ethernet testing and network security testing businesses to Viavi Solutions — including all assets and employees necessary to maintain the viability and competitiveness of the divested businesses.
Notably, the structural remedies in both cases substantially aligned with those imposed by the DOJ and the European Commission. The convergence is real: when combined market shares are dominant enough, the competitive harm is a genuine global problem that regulators across jurisdictions independently identify. But here is the critical difference — SAMR invariably adds behavioral conditions on top. The structural divestiture satisfies the global concern. The behavioral remedy satisfies China’s specific concern. As we explored in our analysis of CATL’s supply chain reshaping, China’s regulators increasingly view technology supply chains through a strategic lens that extends beyond traditional competition analysis.
Trend 3: The Stop-the-Clock Mechanism — Review Timelines That Stretch Past 17 Months
The statutory review periods under China’s AML are 30 days (Phase 1), 90 days (Phase 2), and up to 180 days (Phase 3 extended). These numbers are now effectively meaningless for complex transactions.
In all five conditional approvals granted in 2025, SAMR invoked Article 32’s stop-the-clock mechanism. The shortest suspension lasted approximately two months. The longest — in the ANA-Nippon Cargo Airlines review — exceeded 17 months. SAMR does not specify the reason for each suspension, but the consistency with which it invokes the mechanism tells you everything you need to know: review processes are highly likely to significantly exceed the statutory time limits.
This has direct consequences for deal documentation. Sunset clauses — the provisions that allow either party to walk away if regulatory approval has not been obtained by a specified date — must be structured to accommodate a review that could stretch well beyond a year. Material adverse change clauses need to contemplate the commercial deterioration that can occur during an extended pre-closing period. Exclusivity provisions must account for the possibility that the target business will operate under uncertainty for 12 to 18 months before closing.
Trend 4: China-Specific Behavioral Conditions to Protect Domestic Customers
Four of the five conditional approvals included behavioral remedies designed specifically to protect Chinese customers and supply chain partners. These conditions do not appear in the corresponding U.S. or EU approvals for the same transactions. They are China additions — and they are becoming standard.
In the Synopsys-Ansys deal, the merged entity must honor all existing contracts with Chinese customers, must not refuse to renew those contracts, must supply specified EDA products on fair, reasonable, and non-discriminatory (FRAND) terms, must not bundle or tie products, must not restrict independent purchasing, must not discriminate on price or service quality, must maintain industry-standard format support, and must enter into new interoperability agreements with third-party EDA vendors when supported in writing by Chinese customers. That is eight separate behavioral obligations layered on top of the structural divestiture.
In the ANA-Nippon Cargo Airlines deal, the merged entity must continue performing existing cargo ground service agreements at Tokyo Narita and Osaka Kansai airports for airlines operating China-Japan routes, must not refuse to renew those agreements on prevailing market terms, must provide equivalent services to new entrants on those routes, and — most intrusively — must transfer up to seven weekly cargo flight slot pairs on the Shanghai Pudong-Tokyo Narita route to a new entrant under specified conditions.
For any company with a meaningful China customer base, even as a secondary market, the message is clear: SAMR will use the merger review process to extract customer-protection commitments that no other regulator is seeking. This is not an antitrust review. It is, in part, a commercial negotiation with the Chinese state over the terms on which you will be permitted to continue serving the Chinese market after your deal closes.
Trend 5: Mandatory Notification Below the Formal Filing Thresholds
Perhaps the most unsettling development for deal teams is SAMR’s willingness to require notification — and impose conditions — on transactions that fall below the formal filing thresholds.
In the Synopsys-Ansys case, SAMR acknowledged that the transaction did not meet the State Council’s threshold for mandatory notification. But under Article 4 of the 2024 revised filing standards — which allows SAMR to require notification if “there is evidence proving that the concentration has or may have the effect of excluding or restricting competition” — SAMR requested that Synopsys submit a written report. The total time from SAMR’s request to final filing acceptance was nearly seven months.
In the Keysight-Spirent case, the transaction also fell below the formal thresholds. But this time, the two companies voluntarily filed under the non-simplified procedure. The result: less than four months from initial filing to SAMR’s acceptance of the documents — roughly three months faster than the Synopsys timeline. The lesson is clear. Voluntary early filing, where a transaction could plausibly be found to restrict competition in China, is not just a compliance exercise — it is a timeline-management strategy.
This is particularly relevant for sectors of strategic interest to China: semiconductors, artificial intelligence, agricultural commodities, critical minerals, energy infrastructure, and financial technology. As we detailed in our guide to EU CBAM compliance for China-based manufacturers, cross-border regulatory obligations are stacking up simultaneously across multiple jurisdictions. SAMR’s merger review is now one more layer that cannot be skipped.
Impact Assessment: Who Needs to Act Now
These five trends do not affect all foreign companies equally. The impact depends on your sector, your China exposure, and your deal structure.
Private equity and strategic acquirers in technology, semiconductors, and critical materials face the most acute exposure. If your target company has any Chinese customers, any China-based R&D or manufacturing operations, or any technology that Chinese industry depends on, you should build SAMR conditions into your deal model from the term sheet stage — not after signing. The structural remedies SAMR required in the Synopsys and Keysight cases demonstrate that divestiture of China-facing business units is a realistic outcome.
Commodity traders and natural resource companies should expect supply commitments with pricing caps, volume floors, and mandatory reporting. The Bunge-Viterra and Codelco-SQM conditions are templates that SAMR will apply to any transaction consolidating supply of a commodity China imports at scale. If your deal involves soybeans, copper, lithium, iron ore, crude oil, LNG, or rare earths, plan for supply-chain conditions.
Companies in consumer-facing sectors with large China revenues may face fewer structural remedies but should anticipate behavioral conditions protecting Chinese customers — contract continuity, FRAND supply terms, and non-discrimination obligations. Even if your combined market share does not raise classic antitrust concerns, the presence of Chinese customers alone can trigger conditions.
Companies below the filing thresholds should not assume they are exempt. If your transaction involves companies with significant market positions in sectors of strategic interest to China, voluntary early filing is almost certainly the lower-risk option — even if the formal thresholds are not triggered.
What You Should Do: A Five-Point Action Plan
- Conduct a China-specific antitrust impact assessment before signing. This is not the same as a global competition assessment. It must specifically identify existing Chinese customer contracts, commercial terms, supply relationships, and market positions that SAMR may seek to protect through behavioral conditions. Engage China antitrust counsel at the term sheet stage — not after the definitive agreement is signed.
- Model divestiture scenarios as a baseline planning assumption. If your transaction involves high combined market shares in technology, semiconductors, telecoms, or testing equipment with a China presence, the structural remedy SAMR requires is likely to resemble what the DOJ and EC demand — but SAMR will add China-specific behavioral conditions on top. Budget for both.
- Structure deal documentation for an 18-month regulatory review. Statutory review periods of 30, 90, or 180 days should not anchor your sunset clauses, material adverse change provisions, or exclusivity periods. Build in a buffer of at least six months beyond the statutory maximum — and for complex transactions in sensitive sectors, plan for 12 to 18 months.
- File voluntarily when in doubt. The Keysight-Spirent timeline advantage over the Synopsys-Ansys timeline — roughly three months faster — demonstrates that proactive engagement with SAMR can meaningfully compress review timelines. If your transaction falls below the formal thresholds but could plausibly be found to affect competition in China, voluntary filing is the better risk-management option.
- Factor SAMR conditions into deal pricing and deal certainty analysis. Supply commitments with pricing caps, mandatory divestitures of China-facing business units, and slot-transfer obligations all have real commercial costs. Those costs — and the probability of their imposition — should be reflected in the deal model, not treated as post-closing surprises.
The Number to Remember: 17 Months
SAMR’s review of ANA Holdings’ acquisition of Nippon Cargo Airlines — a deal between two Japanese airlines with no U.S. or European competition issues — was suspended for more than 17 months under the stop-the-clock mechanism. That is longer than many merger agreements remain in force. The number to internalize is not 30 days, 90 days, or 180 days. It is 17 months. Structure your deal documentation accordingly, or risk watching your transaction collapse under the weight of a regulatory process that no one budgeted for.
— China Gateway 360 —
Remote China market entry support, built around execution.