SAMR Publishes Second Batch of Benchmark Merger Review Cases

China's State Administration for Market Regulation has published its second batch of benchmark merger review cases across the port logistics, pharmaceutical, and photovoltaic industries. The three highlighted transactions clarify regulatory expectations for merger filings, including when non-simplified procedures must be triggered, how potential competitive pressure from generic drugs is factored into reviews, and which metrics parties must use to calculate market share.

The release provides practical enforcement guidance for domestic and international dealmakers operating in China. By demystifying the regulator's analytical framework on procedural eligibility and market power assessment, the guidance helps reduce compliance uncertainty and filing delays during corporate acquisitions.

China's State Administration for Market Regulation (SAMR) has officially released its second batch of typical antitrust review cases concerning concentrations of undertakings, state media outlet People's Daily reported. The move is intended to increase enforcement transparency and guide market entities in conducting mergers and acquisitions in compliance with the law. The release covers three specific transactions across the port logistics, pharmaceutical, and photovoltaic sectors, addressing procedural classifications, assessment of potential competitive constraints, and acceptable methodologies for calculating relevant market shares. The first case involves the establishment of a joint venture between Shandong Port Land-Sea International Logistics Group Development Co. and Linyi Urban Development Group Co. According to SAMR, notifying parties must analyze the business activities of the proposed joint venture and all participating undertakings, including entities under direct or indirect control at the time of notification. If any participating undertaking's share in the relevant market exceeds the ceiling established for simplified review, ordinary non-simplified review procedures must be applied. The second case centers on AstraZeneca Finance Co.'s acquisition of the China business operations for roxadustat, an anemia medication. Regulators highlighted two key analytical considerations in this transaction: the formal determination of whether the filing qualified for simplified procedure review, and the explicit inclusion of potential competitive constraints posed by generic pharmaceuticals within the substantive competition assessment. The third case reviewed TCL Zhonghuan Renewable Energy Technology Co.'s acquisition of an equity stake in Das Solar (Yidao New Energy). In this matter, SAMR emphasized that notifying undertakings must adopt measurement indicators that most accurately reflect actual competitive strength when computing market shares. The regulator noted that selecting appropriate metrics is essential to ensuring that the evaluation of market power remains scientific, reasonable, and accurate. According to the regulatory notice, SAMR published these illustrative matters to demonstrate the enforcement authority's reasoning and analytical baselines in concrete transaction scenarios, helping market participants improve the efficiency and legal quality of antitrust notifications.