SAMR Improves Entrusted Review Mechanism for Concentrations of Undertakings

On March 19, the State Administration for Market Regulation (SAMR) issued the Announcement on Further Improving the Entrusted Review System for Concentrations of Undertakings (the “Announcement”), to take effect on August 1, 2026.

The Announcement, building upon the 2025 No. 33 Announcement, expands the scope of entrustment for certain non-simplified cases. It specifies the circumstances under which market regulatory departments in five provinces (municipalities) – Beijing, Shanghai, Guangdong, Chongqing, and Shaanxi – may conduct review. These circumstances include different combinations where the market shares of the undertakings involved in concentration fall within the ranges of 15%–25% and 25%–35% across relevant markets, upstream and downstream markets, or markets that are not in an upstream-downstream relationship but are related to the transaction. The specific entrusted authorities are designated by region.

The Announcement also sets out circumstances for terminating entrustment, including failure to meet the entrustment criteria, illegal implementation of concentration, withdrawal of a filing that does not meet the notification thresholds, transaction cancellation or material changes, among others. For non-simplified cases, the solicitation of comments on documents shall be conducted through a unified official communication by SAMR, key review decision documents shall uniformly use the SAMR’s dedicated anti-monopoly seal, and conditional approval or prohibition decisions shall be announced by SAMR.

With respect to simplified cases, the market regulatory departments of Liaoning, Zhejiang, and Sichuan provinces are added as entrusted authorities. Corresponding adjustments are made to the centralized receiving units and regional divisions for simplified cases across various regions nationwide.