Guiding Opinions on Standardising Names Filed for Cases of Concentrations of Business Operators

(Issued by the Anti-monopoly Bureau of the Ministry of Commerce on, and effective as of, February 6 2015.)

The Anti-monopoly Bureau of the Ministry of Commerce has formulated these Guiding Opinions pursuant to the PRC Anti-monopoly Law and provisions of the Ministry of Commerce such as the Measures for the Reporting of Concentrations of Business Operators and the Measures for the Review for Concentrations of Business Operators. in order to standardise the names filed in cases of concentrations of business operators. These Guiding Opinions are provided to business operators for reference when making anti-monopoly filings for concentrations of business operators.

Article 1: Business operators shall use uniform names for cases of concentrations of business operators (Concentration) in their filing materials.

A Concentration case name shall reflect the basic particulars of the Concentration and the wording shall comply with the law and be standard, concise and coherent.

Article 2: If a Concentration is a merger by new establishment between business operator A (“A”, here and hereinafter other letters are abbreviated similarly) and B, the case name shall be indicated as the “A and B merger case”, and shall not require the inclusion of the name of the business operator established after the merger.

If a Concentration involves the merger by absorption of B by A, the case name shall be indicated as the “case of the merger by absorption of B by A”.

Article 3: If a Concentration involves the acquisition of equity of B by A, the case name shall be indicated as the “case of the acquisition of equity of B by A”, and shall not require the inclusion of the equity percentage.

If a Concentration involves the acquisition by A of equity of C held by B, the case name shall be indicated as the “case of the acquisition of equity of C by A”, and shall not require the inclusion of B's name or the equity percentage, regardless of whether B has control of C after the transaction.

If a Concentration involves the acquisition by A of equity of B through two or more subsidiaries, the case name shall be indicated as the “case of the acquisition of equity of B by A”, and shall not require the inclusion of the names of the subsidiaries.

Generally, if a Concentration involves the acquisition by A of equity of B through subsidiary E, the case name shall be indicated as the “case of the acquisition of equity of B by A”. If E is specifically responsible for the acquisition, the case name shall be indicated as the “case of the acquisition of equity of B by E”.

Article 4: If a Concentration involves the acquisition by A of assets (or a business) of C held by B, the case name shall be indicated as the “case of the acquisition of assets (or a business) of C by A”, and shall not require the inclusion of B's name.

If a Concentration involves the acquisition by A of equity of C and assets (or a business) of D held by B, the case name shall be indicated as the “case of the acquisition of part of the business of B by A”, and shall not require the inclusion of the names of C and D.

If a business operator acquires assets or a business through a subsidiary, reference shall be made to the third and fourth paragraphs of Article 3 hereof for the handling of the subsidiary in the case name.

Article 5: If a Concentration involves the securing by A of control of B by virtue of a contract or otherwise, the case name shall be indicated as the “case of the securing of control of B by A by virtue of a contract (or other means)”.

Article 6: If a Concentration involves A being able to exercise a decisive influence over B by virtue of a contract or otherwise, the case name shall be indicated as the “case of A exercising decisive influence over B by virtue of a contract (or other means)”.

Article 7: If a Concentration involves A and B newly establishing joint venture C, the case name shall be indicated as the “case of A and B newly establishing joint venture C”. If the name of the joint venture has yet to be decided, the name of the case shall be indicated as the “case of A and B newly establishing a joint venture”.

If a business operator newly establishes a joint venture through a subsidiary, reference shall be made to the third and fourth paragraphs of Article 3 hereof for the handling of the subsidiary in the case name.

Article 8: The standard and precise full names of business operators shall be used in Concentration case names. If a business operator is registered with an administration for industry and commerce of China, it shall use its registered name. An overseas business operator not registered with an administration for industry and commerce of China shall use an accurate translated Chinese name; and if it does not have an accurate translated Chinese name, it shall use its foreign language name registered in its place of registration.

Article 9: Terms such as “filing of concentrations of business operators” and “anti-monopoly filing” shall not be included in Concentration case names.

Article 10: These Guiding Opinions shall be effective as of the date of issuance.