Working Guidelines on Anti-monopoly Reviews for Concentrations of Business Operators

(Published by the Anti-monopoly Bureau of the Ministry of Commerce on January 1 2009.)

Title of administrative matter: anti-monopoly review for a concentration of business operators

Type of administrative matter: administrative licensing

Legal basis:

PRC Anti-monopoly Law

Provisions on the Reporting Threshold for Concentrations of Business Operators

Application conditions:

The conditions for reporting parties shall be handled in accordance with the PRC Anti-monopoly Law and the Provisions on the Reporting Threshold for Concentrations of Business Operators

Application materials:

1. a cover letter (stating the names, domiciles and scopes of business of the business operators that will be parties to the concentration, the anticipated date of the formation of the concentration and other particulars specified by the Anti-monopoly Bureau of the Ministry of Commerce);

2. an account of the effect that the concentration will have on competition in the relevant market;

3. the concentration agreement;

4. the financial accounting reports for the preceding financial year of the business operators that will be parties to the concentration audited by an accounting firm; and

5. other documents and information as specified by the Anti-monopoly Bureau of the Ministry of Commerce.

Permission procedure:

1. The reporting party submits, pursuant to relevant provisions or notice, the reporting documents and information to the Anti-monopoly Bureau of the Ministry of Commerce through the administrative service centre. The Anti-monopoly Bureau conducts a preliminary check of the reporting documents and information to determine whether they satisfy requirements and, if they do, it issues a Form for the Registration of the Anti-monopoly Reporting Information of a Concentration of Business Operators. If the reporting documents and information do not satisfy requirements, the Anti-monopoly Bureau returns the reporting materials to the reporting party or notifies the reporting party to provide additional materials.

2. If the reporting documents and information are incomplete, the reporting party is required to submit the additional documents or information within the time limit set by the Anti-monopoly Bureau. If the reporting party fails to submit the additional information within the time limit set by the Anti-monopoly Bureau, it/he/she will be deemed not to have reported.

3. If the reporting complies with laws and administrative regulations and the information is complete, the Anti-monopoly Bureau conducts a preliminary review in accordance with the law, renders a decision on whether or not to conduct a further review and notifies the reporting party in writing within 30 days.

4. If the Anti-monopoly Bureau decides to conduct a further review, it completes such review, renders a decision on whether or not to prohibit the concentration of business operators and notifies the reporting party in writing within 90 days from the date of the decision.

5. In any of the following circumstances, the Anti-monopoly Bureau may, by giving written notice to the business operators, extend the review period mentioned in the preceding paragraph by up to a maximum of 60 days:

(1) the business operators agree to an extension of the review period;

(2) the documents and information submitted by the business operators are inaccurate and require further verification; or

(3) a material change in a relevant particular occurs after the reporting by the business operators.

6. Once the Anti-monopoly Bureau completes its anti-monopoly review of the concentration of business operators, it notifies the reporting party in writing after submission of the case to senior ministry officials and a decision made thereof. A decision to prohibit the concentration of business operators or to place restrictive conditions on such concentration will be announced to the public in a timely manner.

Handling work unit and office telephone: Anti-monopoly Bureau, 85093146

Administrative supervision: Administrative Supervisory Department 65197970 65198815