Tentative Provisions on the Criteria Applicable to Simple Cases of Concentrations of Business Operators

关于经营者集中简易案件适用标准的暂行规定

MOFCOM defines simple concentration cases.

Clp Reference: 5000/14.02.11 Promulgated: 2014-02-11 Effective: 2014-02-12

(Promulgated by the Ministry of Commerce on February 11 2014 and effective as of February 12 2014.)

(商务部於二零一四年二月十一日公布，自二零一四年二月十二日起施行。)

Announcement of MOFCOM [2014] No.12

Article 1: These Provisions have been formulated pursuant to the PRC Anti-monopoly Law (the Anti-monopoly Law) and relevant provisions in order to expressly set forth the criteria applicable to simple cases of concentrations of business operators.

Article 2: A case of a concentration of business operators shall be a simple case if:

商务部公告 [2014] 第12号

(1) in the same relevant market, the sum of the market shares of all the business operators involved in the concentration is less than 15%;

(2) the business operators involved in the concentration have an upstream-downstream relationship, their shares of either the upstream or downstream market are less than 25%;

(3) the business operators involved in the concentration are not in the same relevant market and there is no upstream-downstream relationship between them, their shares of each of the markets related to the transaction are all less than 25%;

第一条 为了明确经营者集中简易案件的适用标准，根据《中华人民共和国反垄断法》（以下简称《反垄断法》）及有关规定，制定本规定。

(4) a business operator involved in the concentration has established a joint venture outside China, such joint venture does not engage in economic activities in China;

(5) a business operator involved in the concentration has acquired an equity interest in, or assets of, an enterprise outside China, such enterprise does not engage in economic activities in China; or

(6) a joint venture jointly controlled by two or more business operators would, by virtue of the concentration, be controlled by one or more of the business operators involved therein.

第二条 符合下列情形的经营者集中案件，为简易案件：

Article 3: A case of a concentration of business operators satisfying the conditions set forth in Article 2 hereof shall, however, not be deemed a simple case if:

(1) a joint venture jointly controlled by two or more business operators would, by virtue of the concentration, be controlled by one of the business operators involved therein and the business operator and joint venture are competitors in the same relevant market;

(2) the relevant market on which the concentration of business operators has a bearing is difficult to demarcate;

（一）在同一相关市场，所有参与集中的经营者所占的市场份额之和小于15%；

(3) the concentration of business operators could have an adverse effect on entry into the market or technological progress;

(4) the concentration of business operators could have an adverse effect on consumers and other relevant business operators;

(5) the concentration of business operators could have an adverse effect on the development of the national economy; or

（二）存在上下游关系的参与集中的经营者，在上下游市场所占的份额均小于25%；

(6) another circumstance that the Ministry of Commerce deems could have an adverse effect on market competition applies.

Article 4: The Ministry of Commerce may revoke its determination of a case of a concentration of business operators being a simple case if:

(1) the applicant conceals material matters or provides fraudulent materials or misleading information;

（三）不在同一相关市场、也不存在上下游关系的参与集中的经营者，在与交易有关的每个市场所占的份额均小于25%；

(2) a third party asserts that the concentration of business operators has or could have the effect of eliminating or restricting competition and provides relevant evidence to that effect; or

(3) the Ministry of Commerce discovers that a material change has occurred in the circumstances of the concentration transactions or the competition in the relevant market.

Article 5: The Ministry of Commerce is in charge of interpreting these Provisions.

（四）参与集中的经营者在中国境外设立合营企业，合营企业不在中国境内从事经济活动；

Article 6: These Provisions shall be effective as of February 12 2014.

clp reference:5000/14.02.11prc reference:商务部公告 [2014] 第12号promulgated:2014-02-11effective:2014-02-12

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