The antitrust agency said the publication of the "typical cases" is intended to help firms improve the efficiency and quality of their merger filings.
China's State Administration for Market Regulation, or SAMR, has published detailed analyses of three previously approved mergers, marking a rare shift toward transparency in the country's historically opaque merger-control process.
Last week's disclosure reveals how SAMR weighed competitive concerns in sectors from industrial gases to pharmaceuticals to steel recycling in three transactions that were cleared without conditions.
SAMR said the case studies illustrate its competitive reasoning rather than serve as exhaustive factual records. They show the regulator's detailed methodology — from defining "change of control" and relevant markets to assessing unilateral and foreclosure effects.
One disclosed case involved Hangzhou State-Owned Capital's 2023 acquisition of a stake in Zhejiang Yingde, a deal that gave the buyer 25-30 percent of China's on‑site and pipeline supply of industrial gases. SAMR initially flagged potential "unilateral effects" given the combined market share and market concentration changes, but ultimately cleared it.
The regulator found that competitors still constrained the merged entity and that the parties weren’t close rivals, overlapping in less than half of the same projects. Large industrial customers also had significant bargaining power and self-supply options, further limiting antitrust risks.
Notably, SAMR said it analyzed five years of bidding data. The information showed each party lost more than 50 percent of the tenders they entered, the regulator added.
Other precedents
A separate case involving Gaoji Pharmaceutical's purchase of control of three drugstore chains drew scrutiny over vertical integration concerns.
Although the target companies held up to 45 percent of the local Xiangyang retail market, SAMR determined that the merged entity lacked the ability to foreclose upstream competitors, citing its limited share in the procurement market, low barriers to entry and competitive constraints from online platforms and other rivals.
Discussing the case's significance, SAMR said high shares in downstream markets don't necessarily harm competition and must be weighed against other factors.
The third case involved Ouye Lianjin Renewable Resources' takeover of a 51 percent stake in Hebei Geruien New Materials. Given the combined entity's relatively low combined shares in both China's recycled steel and crude steel markets, SAMR gave the green light to the transaction.
The clearance showed that parties with low combined shares in unconcentrated markets generally don't draw deeper scrutiny unless there are special circumstances, SAMR said.
At present, China publishes full decisions only for conditionally approved deals and releases just lists of unconditionally approved mergers. While the latest disclosure enhances regulatory certainty, SAMR said it also hopes the cases — which it called "typical" — will help dealmakers improve the efficiency and quality of their filings.
Source: MLex
