China’s Anti-Monopoly Law (AML) has entered a new era. Since the sweeping 2022 amendments took effect and the State Administration for Market Regulation (SAMR) ramped up enforcement through 2025 and into 2026, foreign companies operating in or selling into China face a significantly more complex antitrust landscape than just five years ago. Merger filings are more rigorous, platform market dominance is under scrutiny, and the penalties for noncompliance have climbed sharply. If your company has Chinese revenues, a joint venture on the mainland, or is acquiring a business with any Chinese nexus, understanding the AML is no longer optional — it’s existential.
What the Anti-Monopoly Law Actually Covers
The AML, originally enacted in 2008 and substantially amended in August 2022, covers three core areas: monopoly agreements (cartels and resale price maintenance), abuse of dominance (market power), and merger control (concentrations of undertakings). The 2022 amendments expanded SAMR’s investigative powers, raised maximum fines from 10% to as much as 20% of the prior year’s annual turnover for serious violations, and introduced new rules targeting platform economy operators.
Enforcement sits primarily with SAMR at the national level, though provincial market regulators have concurrent jurisdiction for investigations within their geographic scope. The Supreme People’s Court handles private antitrust litigation and issued updated judicial interpretations in 2023 that broadened private plaintiffs’ ability to seek damages — a significant shift that brings Chinese antitrust enforcement closer to the US model of private enforcement.
For foreign companies, the key jurisdictional hook is the “effects doctrine”: if conduct occurring outside China has an “exclusionary or restrictive effect” on domestic competition, SAMR can assert jurisdiction. This means a price-fixing agreement among European suppliers that affects what Chinese buyers pay can trigger an AML investigation, even if the agreement was formed entirely abroad.
Merger Control: The Filing Thresholds and Hidden Traps
Any “concentration of undertakings” — meaning mergers, acquisitions, joint ventures, and certain contractual arrangements giving one party control over another — must be notified to SAMR before closing if both thresholds are met:
- Global threshold: Combined global turnover of all parties exceeds RMB 10 billion (approximately USD 1.4 billion at mid-2026 rates)
- China threshold: At least two parties each have China turnover exceeding RMB 800 million (approximately USD 110 million)
Below these thresholds, a deal is generally exempt — but SAMR retains discretionary authority under Article 26 of the amended AML to investigate and potentially block below-threshold transactions if it determines they have or may have the effect of eliminating or restricting competition. This “call-in” power has been used sparingly but is a real risk for deals in concentrated sectors like semiconductors, life sciences, and data infrastructure.
The review process has three phases. Phase I is 30 calendar days from the date SAMR declares the notification complete. Phase II extends another 90 days if SAMR has competition concerns. A further Phase III of 60 days is available in exceptional circumstances, giving SAMR a theoretical maximum of 180 days before the standstill obligation lapses. In practice, SAMR has cleared the vast majority of foreign transactions in Phase I or early Phase II, but deals with market shares above 30% in any relevant Chinese market should anticipate longer review times and prepare substantive competitive analysis from the outset.
One trap foreign companies consistently underestimate: variable interest entity (VIE) structures. SAMR has made clear that transactions involving VIE arrangements are subject to merger control review if they otherwise meet the thresholds. Several tech sector deals were delayed in 2023-2024 as parties scrambled to file after assuming VIE governance mechanisms would escape the definition of “concentration.”
Platform Economy: The New Enforcement Frontier
The 2022 AML amendments added Article 9, which explicitly prohibits the use of data, algorithms, technology, and platform rules to reach or maintain dominant market positions. This provision targets conduct that was already being prosecuted under enforcement actions against Alibaba (fined RMB 18.2 billion in 2021) and Meituan (fined RMB 3.44 billion in 2021), but now it has explicit statutory footing.
For foreign platform operators — including those in B2B software, cross-border e-commerce, logistics technology, and fintech — the relevant prohibited conduct includes:
- “Choosing one from two” (二选一 / er-xuan-yi): Forcing merchants or suppliers to exclusively use your platform and not competitors’. The Alibaba and Meituan cases both turned partly on this conduct.
- Data-driven exclusion: Using proprietary data to disadvantage rivals in adjacent markets. SAMR’s 2023 platform guidelines clarify that “essential facility” doctrine can apply to proprietary datasets in certain circumstances.
- Algorithmic coordination: Using pricing algorithms that facilitate tacit collusion between competitors, even absent explicit agreement.
Foreign SaaS and platform companies that enter China via partnerships or WFOE structures should audit their standard terms of service before launch. Exclusivity provisions that are routine in the US market may constitute per se violations under the AML’s platform rules if the company reaches market dominance thresholds — generally presumed when a single operator holds more than 50% of the relevant market.
Monopoly Agreements: What Foreign Companies Get Wrong
Article 17 of the AML prohibits “monopoly agreements” — arrangements between competitors that fix prices, divide markets, restrict output, or coordinate bids. Chapter III covers vertical restraints, including resale price maintenance (RPM). Unlike the US (where RPM is analyzed under the rule of reason post-Leegin), China treats minimum RPM as a presumptive violation. SAMR need not prove actual competitive harm; the agreement’s existence is sufficient unless the parties can demonstrate procompetitive justifications that satisfy a structured defense under Article 20.
Foreign manufacturers setting distributor floor prices in China face particular risk. This is a common practice — companies use RPM to protect brand positioning and prevent destructive discounting. In China, any written or unwritten agreement requiring a distributor to sell above a minimum price requires careful legal review. SAMR issued guidance in 2023 indicating that genuine maximum RPM (price ceilings) carries lower risk, while minimum RPM in consumer goods, pharma, and luxury categories remains a priority enforcement area.
The information exchange problem is also acute for multinationals. Sharing competitively sensitive data (pricing, capacity, customer lists) with Chinese joint venture partners who also compete in adjacent markets can constitute a horizontal monopoly agreement even if the sharing occurs through legitimate JV governance mechanisms. Structuring your joint venture correctly from the outset — including clear information barriers and governance protocols — is critical to managing this exposure.
Penalties and Enforcement Trends
The 2022 amendments dramatically increased penalties. For monopoly agreements and abuse of dominance, SAMR can impose fines of 1-10% of prior year China turnover, with an upper band of 20% for “serious violations.” For illegal mergers that were not filed or were closed before clearance (gun-jumping), fines can reach RMB 5 million plus disgorgement of illegal gains. In extreme cases involving national security implications, SAMR can order structural remedies — divestitures — even after a deal has closed.
Enforcement volume has increased substantially. According to SAMR’s annual reports, AML enforcement actions in 2024 and 2025 collectively resulted in penalties exceeding RMB 12 billion, with foreign companies accounting for approximately 35% of cases by fine value. Key sectors under heightened scrutiny include pharmaceuticals, automotive, semiconductor equipment, and digital infrastructure.
The US-China Business Council’s 2025 member survey identified AML enforcement unpredictability as a top-five regulatory concern for American companies operating in China, ranking above even tariff uncertainty for companies with significant Chinese market revenues. The concern is less about the law itself — which is broadly modeled on EU competition law — and more about the procedural opacity of SAMR investigations and the risk of enforcement being influenced by trade policy dynamics.
Practical Compliance Steps for Foreign Companies
If your company has any of the following China-related activities, an AML compliance audit is warranted: annual China revenues above RMB 500 million, distribution arrangements with Chinese-market exclusivity provisions, active M&A pipeline targeting Chinese assets, or platform/digital services offered to Chinese business customers.
1. Conduct a merger control screening protocol. Before any M&A transaction closes, run a threshold analysis against both global and China revenue figures for all parties. Include portfolio companies and offshore holding vehicles. Build SAMR filing timelines into deal execution schedules — underestimating China review time is the most common operational failure in cross-border M&A.
2. Audit distribution and franchise agreements. Remove or revise any minimum RPM provisions in China-specific contracts. Replace floor pricing with maximum pricing or suggested retail price guidelines, which carry significantly lower AML risk. Ensure distributor agreements do not contain geographic market-division clauses that could be read as horizontal restraints if applied to competing distributors.
3. Review data-sharing protocols in JVs. China’s data localization regulations overlap significantly with AML platform rules. Data shared through JV governance structures should be reviewed both for data law compliance and for potential AML implications if the JV partner also competes in adjacent markets.
4. Establish an internal AML training program. SAMR has accepted company compliance programs as a mitigating factor in penalty determinations. A documented training program, internal reporting hotline, and designated compliance officer can meaningfully reduce fine exposure if a violation is discovered. This mirrors the approach that has worked in FCPAand FCPA and EU competition enforcement contexts.
5. Monitor SAMR guidance in real time. SAMR publishes enforcement decisions, merger clearance decisions with conditions, and policy guidance through its official website (samr.gov.cn). Assign a team member or external counsel to monitor updates quarterly. The platform economy guidelines, issued in February 2023, substantially changed the analysis for digital businesses and were not widely covered in English-language trade media.
Interplay with US Export Controls and Sanctions
Foreign companies must navigate a compliance maze that now runs in both directions. US export controls administered by BIS (Bureau of Industry and Security), CFIUS reviews of inbound Chinese investment, and China’s own AML enforcement create potential conflict-of-laws situations — particularly in tech and semiconductor sectors.
A common scenario: a US company seeks to acquire a Chinese semiconductor equipment supplier. The transaction may require CFIUS review (due to the Chinese ownership), BIS export license analysis (for controlled technology), and SAMR merger clearance (if revenue thresholds are met). CFIUS and SAMR can reach conflicting conclusions — CFIUS may impose divestiture conditions that SAMR would not independently require, or vice versa. Managing these parallel processes requires coordinated legal teams in Beijing, Washington, and Brussels for deals with EU nexus.
For ongoing commercial relationships, understanding China’s full compliance framework — from anti-corruption rules under the Anti-Unfair Competition Law to AML constraints on commercial arrangements — is essential to operating sustainably in the market. The companies that navigate this environment most successfully treat compliance as a competitive asset, not merely a cost center.
Resources and Where to Get Help
SAMR’s official AML enforcement decisions are published at samr.gov.cn, though in Chinese only. The US-China Business Council (uschina.org) publishes annual regulatory environment surveys that track AML enforcement trends alongside other regulatory priorities — essential reading for any corporate government affairs or compliance team managing China exposure. The US Commercial Service at trade.gov/china also offers country commercial guides with AML overviews for American exporters entering the Chinese market for the first time.
For companies already operating in China, engaging Chinese antitrust counsel with direct SAMR access — not just international law firms with Beijing offices — is increasingly necessary. SAMR’s informal consultation procedures, while not legally binding, can help companies assess filing necessity and likely review timelines before formally triggering the clock.
The AML is not a barrier to doing business in China. It is a framework that, understood and respected, provides predictability. The companies that treat it as background noise until an investigation arrives are the ones that pay the largest penalties and face the longest disruptions. Build compliance in early, and China’s regulatory environment becomes one more manageable variable in an otherwise attractive market.
Related reading: Employment law compliance for foreign businesses in China — another area where proactive compliance pays dividends.