From 1 August 2026, a China merger filing that would once have been read only in Beijing may be handled by a provincial market regulator. SAMR's Announcement No. 13 of 2026 does two things: it delegates certain non-simplified cases to provincial authorities for the first time, and it extends simplified-case delegation from five provinces to eight. The thresholds, the timetable and the decision-maker have not changed. What changes is who reads your file — and that is worth knowing before you file.
- The instrument: SAMR's Announcement on Further Improving the Delegated Review System for Concentrations of Undertakings (No. 13 of 2026), issued 20 March 2026, in force 1 August 2026.
- Simplified cases: delegation widens from five provincial regulators to eight — Beijing, Shanghai, Guangdong, Chongqing and Shaanxi, joined by Liaoning, Zhejiang and Sichuan.
- Non-simplified cases: delegated for the first time, to the original five, and only inside defined market-share bands — 15–25% combined in the same market, or 25–35% each in vertical or unrelated markets.
- The decision remains SAMR's. A delegated authority runs the review; a conditional clearance or a prohibition is decided and published by SAMR itself.
- Nothing about your filing obligation changed: the 2024 turnover thresholds, the duty to clear before closing, and SAMR's power to call in below-threshold deals all stand.
- You do not choose your reviewer. The announcement allocates cases by region.
Foreign buyers already map merger control as one of four approvals a China acquisition has to clear — see the four filings behind a China acquisition. This change does not add a fifth. It reorganises the first one.
1. What the announcement actually does
Delegated merger review is not new. SAMR ran it as a pilot from August 2022, letting five provincial-level market regulators — Beijing, Shanghai, Guangdong, Chongqing and Shaanxi — review qualifying simplified-procedure cases, and made the arrangement permanent from 1 August 2025. Until now, everything outside the simplified track stayed with headquarters.
Announcement No. 13 of 2026 changes that on two fronts. First, it adds three more delegated authorities for simplified cases — Liaoning, Zhejiang and Sichuan — taking the total to eight. Second, and more significantly, it brings some non-simplified cases into the delegated system for the first time, handled by the original five.
2. The market-share bands that decide delegation
Whether a case can be delegated is a function of market share, and the new bands sit directly on top of the simplified-procedure test.
A concentration qualifies for the simplified procedure where, broadly, the parties' combined share in the same relevant market is below 15%, or — for vertically related parties — each party's share upstream and downstream is below 25%, with a similar 25% test for parties that are neither horizontal nor vertical to each other.
The 2026 announcement makes a non-simplified case eligible for delegation where:
- in the same relevant market, the parties' combined share is between 15% and 25%; or
- in upstream and downstream markets, each party's share is between 25% and 35%; or
- for parties in neither the same market nor a vertical relationship, each party's share in every market related to the transaction is between 25% and 35%.
Read plainly: the delegated tier is the band immediately above the simplified line — deals with a real but modest overlap, where the outcome is rarely in doubt but the file no longer qualifies as simple. Meeting the band makes a case eligible for delegation; it is not a right the parties can assert, and cases above the band remain with SAMR.
3. Who reviews, and who decides
This is the distinction to hold on to. The delegated provincial authority does the work — accepting the notification, publishing the case, conducting the substantive review and forming a view. The decision is still SAMR's. Where a transaction is to be cleared with remedies or prohibited, SAMR makes and publishes that decision under its own name.
Two practical consequences follow. There is no separate provincial standard to argue to: the substantive law, the guidelines and SAMR's own case practice govern regardless of which office reads the file. But the counterparty on the other side of the file changes — a provincial team, working in Chinese, with its own caseload and its own regional remit. Filing quality, responsiveness and a clean Chinese-language submission matter more, not less.
Nor can parties pick a venue. The announcement assigns each delegated authority a geographic remit, continuing the regional split under which Beijing has covered northern China, Shanghai the east, Guangdong the south, Chongqing the south-west and Shaanxi the north-west. Where your case lands is a consequence of the transaction, not a choice.
4. When a delegated case goes back to Beijing
The announcement sets out when a delegated authority must return a non-simplified case to SAMR with the file: where the case turns out not to meet the delegation criteria; where the transaction was implemented before notification or before a decision — that is, gun-jumping; where the case in fact falls below the filing thresholds and the parties apply to withdraw; where the transaction is cancelled or materially changed and the parties apply to withdraw; and where SAMR otherwise considers that delegation should end.
The first two matter most to a foreign buyer. A market-share position that shifts under scrutiny can move the case out of the delegated band, and any step that looks like early implementation does not just create penalty exposure — it pulls the review back to headquarters and restarts the relationship.
5. What has not changed
Everything that determines whether you must file, and what happens if you get it wrong:
- The thresholds. Since 26 January 2024, a concentration is notifiable where the parties' combined worldwide turnover exceeded RMB 12 billion, or their combined China turnover exceeded RMB 4 billion, and at least two parties each had China turnover above RMB 800 million.
- The suspension obligation. A notifiable transaction may not close before clearance. Under the 2022 Anti-Monopoly Law, gun-jumping without anti-competitive effect draws a fine of up to RMB 5 million; where competition is or may be harmed, up to 10% of the previous year's turnover.
- The call-in power. Below-threshold deals are not automatically safe: SAMR retains the power to require notification where a transaction raises competition concerns.
- The statutory clock. Phase I runs 30 days from formal acceptance, with a 10-day public notice period for simplified cases — and, as always, the pre-acceptance completeness review is where real time is won or lost.
- The other gates. Merger control is not security review. A deal can clear SAMR and still be caught by the foreign-investment security regime — see China's foreign-investment security review and the four-question decision tree.
6. What a foreign buyer should do differently
Very little in substance, and one thing in planning. Market-share estimates now decide more than which procedural track you are on — they decide which office reviews the file. Build them early, on defensible market definitions, and keep them consistent across the notification, the security-review analysis and the transaction documents. Then treat the delegated regime for what it is: an efficiency measure aimed at the routine middle of the caseload, not a softer forum. The deals that clear quickly are still the ones that arrive complete.
Frequently asked questions
Either SAMR in Beijing or one of eight provincial market regulators. Simplified cases can be delegated to Beijing, Liaoning, Shanghai, Zhejiang, Guangdong, Chongqing, Sichuan or Shaanxi; certain non-simplified cases can now be delegated to Beijing, Shanghai, Guangdong, Chongqing and Shaanxi. Everything else stays with SAMR.
No. The delegated authority conducts the review, but the decision remains SAMR's, and a conditional clearance or prohibition is made and published by SAMR. The substantive test and SAMR's case practice apply regardless of which office handles the file.
Those inside defined market-share bands: a combined share of 15% to 25% in the same relevant market; or shares of 25% to 35% for each party in upstream and downstream markets; or 25% to 35% in each related market where the parties are neither competitors nor vertically related.
No. The 2024 thresholds still apply: combined worldwide turnover above RMB 12 billion, or combined China turnover above RMB 4 billion, with at least two parties each above RMB 800 million in China. The delegation announcement changes who reviews a filing, not who must file.
Yes. A delegated authority must return the case where it no longer meets the delegation criteria, where the transaction was implemented before clearance, where the case falls below the filing thresholds or the deal is cancelled or materially changed and the parties withdraw, or where SAMR decides delegation should end.
Sources
- SAMR — Announcement on Further Improving the Delegated Review System for Concentrations of Undertakings (No. 13 of 2026, issued 20 March 2026, in force 1 August 2026; Chinese) — the delegated authorities, the market-share bands and the grounds for ending delegation.
- Concurrences — SAMR expands its delegated review mechanism — English summary of the same announcement.
- Skadden — China increases merger filing thresholds (effective 26 January 2024) — the RMB 12bn / 4bn / 800m thresholds and SAMR's call-in power.
- Internal: The four filings behind a China acquisition; China's foreign-investment security review; Foreign capital is returning to China through a different door.
This article is general information for foreign companies, not legal advice on any specific matter. Rules and practice change; please take advice on your facts.