On September 14, 2024, China’s SAMR published streamlined notification and publicity forms for cases reviewed under its simplified merger review procedure (“Simple Cases”). The revised forms will take effect as of October 12, 2024.
The main highlights of revisions are as follows:
- Streamline corporate information requirements. The revised notification form no longer requires certain corporate information, including postal code, company history, and contact details for non-filing parties (e.g., a seller not maintaining control post-transaction). The optional request for internal documents has also been eliminated, although SAMR reserves the rights to request them during the review process. Parties are no longer required to submit non-confidential versions, with the scope of confidentiality now determined based on the publicity form.
- Alleviate market data production burden. SAMR’s extensive requests for market data even in Simple Cases are often viewed by businesses as highly burdensome. In the revised notification form, SAMR alleviates this burden by: (i) eliminating the need for any market data in Simple Cases involving off-shore targets or joint ventures without activities in China; and (ii) relaxing the rigid requirements for third-party data and competitor share data when the parties’ shares are below 5% in each relevant market and widely recognized third party data is challenging to obtain (although SAMR may request parties to supplement competitor data if deemed necessary).
- Ease competitive analysis requirements. There is no longer a mandatory requirement for competitive analysis (except for market definition analysis) in initial filings for Simple Cases, while SAMR reserves the right to request parties to supplement such analysis during the review process if deemed necessary.
- Provide form-filing instructions. The revised publicity form contains detailed instructions on how to fill out the form. The revised notification form retains previous instructions and introduces a few new ones. For example, for greenfield joint-venture cases, parties need to provide the joint ventures’ future market share estimates for a certain period (e.g., three years) after it commences operation. This is consistent with the draft horizontal merger guidelines SAMR recently published for public comment.
Overall, these revisions are expected to streamline notification processes for Simple Cases in China, and alleviate the workload on notifying parties.