Antitrust and Competition Law in China

Antitrust in China at a glance

Antitrust in China, together with the wider law on fair competition, rests on two statutes. The Anti-Monopoly Law (AML), first in force in 2008 and substantially amended with effect from 1 August 2022, governs monopoly agreements, abuse of a dominant market position, concentrations of undertakings (merger control) and the abuse of administrative power to restrict competition. The Anti-Unfair Competition Law (AUCL), most recently revised by the NPC Standing Committee on 27 June 2025 and in force from 15 October 2025, deals with conduct such as passing off, commercial bribery, misleading promotion, trade secret misappropriation and a growing list of online and platform practices.

Both laws apply to foreign businesses in the same way as to domestic ones, and the AML expressly reaches conduct outside China that eliminates or restricts competition in the domestic market. The revised AUCL now contains a similar extraterritorial clause. For international groups, that means a cartel agreed in Europe, an exclusive licence negotiated in the United States or a global acquisition between two non-Chinese parties can all fall within Chinese jurisdiction if they affect the Chinese market.

The practical consequence is that competition analysis is no longer a niche concern for very large companies. It shapes deal timetables, distribution models, pricing policies, platform terms, data strategy and the handling of disputes with competitors and customers.

Milestones since 2022

Who enforces antitrust in China

Since 2018, administrative enforcement has been consolidated in the State Administration for Market Regulation (SAMR), which absorbed the antitrust functions previously split between MOFCOM, NDRC and the former SAIC. SAMR handles merger review centrally, but it delegates some merger cases and many conduct investigations to provincial market regulation authorities. SAMR announced in March 2026 that it would further widen the delegated merger review mechanism from 1 August 2026, adding provinces for simplified cases and extending delegation to some non-simplified cases.

The State Council's Anti-Monopoly and Anti-Unfair Competition Commission sets policy and issues certain guidelines. The people's courts hear private monopoly and unfair competition claims, and procuratorates may bring civil public interest actions under Article 60 of the AML where conduct harms the public interest.

Enforcement in numbers

SAMR's 2025 annual enforcement report, published in June 2026, gives a sense of scale. The figures below are taken from that report and SAMR's January 2026 release on merger review.

The full report is summarised by Xinhua's coverage of SAMR's 2025 annual report.

The regulatory landscape in 2026

Several features of the current system matter most for international businesses.

• Higher filing thresholds, wider call-in power. State Council Decree No. 773 of 22 January 2024 raised the merger notification thresholds. At the same time, the AML allows SAMR to require notification of deals below the thresholds where there is evidence they may restrict competition, and SAMR has used that power.
• Heavier penalties. The 2022 amendments raised the ceilings for most infringements, introduced personal fines of up to RMB 1 million for responsible individuals who participate in monopoly agreements, and allow fines of two to five times the normal amount in particularly serious cases.
• Digital economy focus. The AML prohibits using data, algorithms, technology, capital advantages or platform rules to engage in monopolistic conduct. The 2025 AUCL adds rules on platforms forcing merchants to sell below cost, fake transactions and reviews, and unlawful acquisition of data.
• Industrial policy context. SAMR's 2025 work emphasised the campaign against so-called "involution" competition (destructive price wars), and continued scrutiny of pharmaceuticals, photovoltaics, new energy vehicles and public utilities.
• Geopolitical overlay. High-profile actions in 2024 and 2025, including the investigation into Nvidia's compliance with conditions attached to its Mellanox acquisition and the October 2025 investigation of Qualcomm over its Autotalks acquisition, show that merger control and conduct rules can become part of broader trade tensions.
• Fair competition review of government measures. Regulations on Fair Competition Review took effect on 1 August 2024, with SAMR implementing measures from 20 April 2025, giving businesses a clearer basis to challenge discriminatory local measures.

How enforcement priorities are set

Enforcement of antitrust in China reflects both competition analysis and wider economic policy. SAMR's annual work plans and the State Council's priorities, such as building a unified national market, supporting the private economy and curbing destructive price wars, influence which sectors receive attention. Sector campaigns can lead to clusters of cases in a short period, often handled by provincial regulators. Businesses should therefore watch policy statements as well as legal changes, because a shift in priorities can quickly change the risk profile of practices that have been tolerated for years. Engaging through chambers of commerce and public consultations is a legitimate way to contribute to how rules are developed.

Common misconceptions

• "Our deal is between two foreign companies, so China is irrelevant." Turnover from sales into China can trigger a filing.
• "We are not dominant, so our distribution terms are fine." Resale price maintenance is prohibited regardless of dominance, subject to limited defences.
• "The association organised it, so it is not our responsibility." Participants in association-led coordination can be fined alongside the association.
• "Small fines, low risk." Fines can reach 10% of prior-year sales, individuals can be fined, and decisions can support damages claims.
• "Privilege will protect our internal review." Chinese law does not recognise legal professional privilege in the common law sense.

Our antitrust and competition topics

The pages below explain each area in more detail.

• Merger control filings: when a transaction is notifiable in China, how the 2024 thresholds work, simplified and normal procedure, timing, remedies and the consequences of gun-jumping.
• Antitrust investigations and leniency: how SAMR investigations start and proceed, dawn raids, interviews, commitments, and how leniency applications work for cartel participants.
• Abuse of dominance: market definition, the statutory presumptions of dominance, the listed abuses and how they apply to platforms and technology markets.
• Cartels: price fixing, output limitation, market sharing, boycotts and bid rigging, including information exchange through trade associations and hub-and-spoke arrangements.
• Vertical agreements and distribution: resale price maintenance, exclusivity, online sales restrictions, the safe harbour and how to structure distribution networks.
• Antitrust compliance programmes: designing a programme that reflects SAMR's compliance guidance, risk assessment, training, audits and handling of competitor contacts.
• Private antitrust litigation: standalone and follow-on claims, jurisdiction, evidence and burden of proof under the 2024 judicial interpretation, and damages.
• Anti-unfair competition: the 2025 revision of the AUCL, confusion, commercial bribery, misleading promotion, data scraping and platform conduct.
• Fair competition review: how the 2024 regulations control discriminatory subsidies, procurement and market access measures, and how businesses can raise concerns.
• SEP and FRAND under competition law: SAMR's 2024 guidelines on standard essential patents, licensing negotiations and the interaction with litigation.
• Regulated access and infrastructure: competition issues in networks and utilities where access and pricing are regulated.
• Consumer protection: consumer rights, product information, pricing practices and remedies that sit alongside competition enforcement.
• Advertising and marketing compliance: the Advertising Law, endorsements, influencer marketing and comparative claims.

How antitrust in China affects transactions and operations

Deals

For acquirers and investors, China merger control is mainly a question of timing and conditions. Most notified deals clear in Phase I under the simplified procedure, but cases raising substantive issues, particularly in semiconductors, advanced materials, agriculture and other strategic sectors, can take many months and may attract behavioural remedies such as supply commitments or interoperability obligations. Joint ventures, minority investments that confer control or decisive influence, and acquisitions of Chinese targets by private equity funds all need to be screened. See our guidance on cross-border M&A in China.

Commercial terms

Distribution and licensing agreements need to be reviewed against the rules on resale price maintenance and other vertical restraints, and businesses with strong market positions must take care with refusals to supply, tying, exclusivity and discriminatory pricing. Platform operators face specific rules under both the AML and the AUCL.

Investigations and disputes

Conduct investigations can begin with a complaint, a referral from another regulator or SAMR's own market monitoring. At the same time, customers and competitors increasingly use the courts. The Supreme People's Court interpretation on monopoly civil disputes, effective 1 July 2024, clarified burden of proof and gives considerable weight to prior SAMR decisions in follow-on claims.

Chinese companies abroad

Competition law also travels in the other direction. Chinese groups acquiring or expanding overseas face merger control, foreign subsidy and investment screening regimes in the European Union, the United Kingdom, the United States and elsewhere, and authorities abroad may treat state-owned enterprises under common control as a single economic unit when assessing turnover and market power. Chinese exporters also need to understand how cartel and dawn raid rules work in other jurisdictions, because conduct that is tolerated in a domestic trade association setting may be treated as a serious infringement elsewhere.

SAMR has issued guidelines on overseas anti-monopoly compliance for Chinese enterprises, and a coherent group-wide policy that works in China and abroad is usually more effective than separate local rules. See our pages on overseas compliance for Chinese enterprises and EU-China investment.

Platforms and data

Digital businesses face the most layered rules. Under the Anti-Monopoly Law, platforms with market power must avoid exclusivity demands, self-preferencing and discriminatory treatment of merchants, and no undertaking may use data, algorithms or platform rules to engage in monopolistic conduct. The revised AUCL adds obligations that apply regardless of market power, including fair competition rules in platform agreements, complaint mechanisms for merchants and the ban on forcing below-cost sales. Data scraping and the use of competitors' data are addressed directly. International platforms and Chinese platforms expanding abroad also need to consider the EU Digital Markets Act and equivalent regimes.

Hong Kong and the Greater Bay Area

Hong Kong has its own competition regime under the Competition Ordinance, in force since December 2015 and enforced by the Competition Commission and the Competition Tribunal. Its conduct rules broadly resemble those of other common law jurisdictions, but its merger rule applies only to telecommunications carrier licence holders. Businesses operating across Shenzhen and Hong Kong therefore deal with two separate systems: an agreement or merger may need to be assessed under both, with different procedures and outcomes. See our guide to the Greater Bay Area.

Key instruments governing antitrust in China

The text of the revised AUCL is published on the CNIPA website, and the merger thresholds were published in the People's Daily on 27 January 2024.

What to watch in 2027

Several developments already in motion are likely to shape antitrust in China over the coming year:

• Delegated merger review. The wider delegation to provincial regulators from 1 August 2026 should affect how quickly simplified and some normal-procedure cases are handled, and which officials parties deal with.
• Implementation of the revised AUCL. Expect the first significant decisions under the new data, platform pricing and SME payment provisions, and further SAMR implementing guidance.
• Anti-involution policy. The campaign against destructive price competition will continue to shape enforcement in photovoltaics, new energy vehicles, platforms and other sectors, and businesses must distinguish lawful responses from unlawful coordination.
• Outcomes of high-profile foreign cases. The investigations involving Nvidia and Qualcomm will be watched for signals on how SAMR approaches merger conditions and gun-jumping by foreign groups.
• Growth of private claims. With the 2024 interpretation bedding in, more distributors, licensees and platform merchants may turn to the courts.

A checklist for boards and general counsel

1. Is China included in the merger control analysis of every significant transaction, including minority investments and joint ventures?
2. Do we know in which Chinese markets we hold high shares, measured on Chinese data?
3. Are our distribution and pricing policies in China reviewed against the resale price rules?
4. Do our staff know how to handle industry association meetings and competitor contacts?
5. Do our marketing, data collection and incentive practices comply with the revised AUCL?
6. Do we have a dawn raid protocol for each Chinese site, and has it been rehearsed?
7. Are leniency and investigation decisions coordinated across all jurisdictions where we operate?
8. Do large Chinese entities in the group pay small and medium-sized suppliers on terms consistent with the revised AUCL?
9. Have we assessed any local incentive or procurement measure that may disadvantage us under the fair competition review rules?
10. When did we last update China policies and training to reflect the changes since 2022?

For a fuller review of 2026 developments, see our antitrust in China 2026 review.

How TRW & Co helps

From our Shenzhen representative office, we help international and Chinese businesses understand how the Chinese competition environment affects their plans and coordinate the response across jurisdictions. We map multi-jurisdictional merger filing requirements, prepare transaction timetables and risk allocation, review distribution, licensing and platform terms against international practice, and design compliance programmes for groups operating in China and abroad. Where a matter requires PRC legal advice, a formal filing with SAMR, or representation before a Chinese court or authority, we work alongside licensed PRC law firms, managing the process, aligning strategy with advice in other jurisdictions and keeping management informed. To discuss a transaction or concern, please contact us.