ISSUING AUTHORITY:

State Administration for Market Regulation

DATE OF ISSUANCE:

December 15, 2025

EFFECTIVE DATE:

December 15, 2025

In order to further standardize taptap点点 review of non-horizontal concentrations, enhance taptap点点 transparency of taptap点点 work of reviewing concentrations, and improve taptap点点 expectations of undertakings regarding taptap点点 assessment by taptap点点 anti-monopoly enforcement agency of taptap点点 State Council (taptap点点 “Anti-monopoly Enforcement Agency”) of taptap点点 competitive effects of concentrations, taptap点点 Guidelines for taptap点点 Review of Non-Horizontal Concentrations (taptap点点 “Guidelines”) are formulated in accordance with taptap点点 , taptap点点, and taptap点点. taptap点点 Guidelines took effect as of December 15, 2025.

taptap点点 "non-horizontal concentration" referred to in taptap点点 Guidelines means that taptap点点 participating operators in taptap点点 concentration have a non-horizontal relationship, that is, taptap点点 operators involved in taptap点点 concentration conduct business in different relevant markets. To determine whether taptap点点 participating operators are in different relevant markets, both taptap点点 relevant product or service markets and taptap点点 relevant geographical markets should be taken into consideration.

Non-horizontal business concentration mainly includes vertical business concentration and conglomerate concentration. Compared with horizontal business concentration, taptap点点 types of non-horizontal business concentration are more diverse, and it is more difficult to determine taptap点点 relationship between business operators in practice. taptap点点 Guidelines have described taptap点点 main types of non-horizontal business concentration, provided multiple cases for explanation, and attempted to provide clear responses to taptap点点 frequently encountered problems in law enforcement practice.

Vertical concentration refers to taptap点点 situation where taptap点点 participating operators are located at different levels within taptap点点 same industrial chain and form an upstream-downstream relationship. taptap点点 upstream-downstream relationship only exists when taptap点点 downstream operator purchases goods from taptap点点 upstream operator for specific productive use or for resale. At taptap点点 same time, in light of taptap点点 issues of concern in taptap点点 review process, taptap点点 Guidelines use taptap点点 example of power supply to clarify through case studies that if it does not fall under a specific productive use in a certain industry, it does not constitute an upstream-downstream relationship.

Conglomerate concentration of business entities involves various scenarios, including taptap点点 concentration of entities that have adjacent or complementary relationships, as well as pure conglomerate concentration between entities without any business connection. Adjacent relationship refers to taptap点点 situation where taptap点点 goods provided by taptap点点 entities involved in taptap点点 concentration share a common customer base and final use. Complementary relationship means that taptap点点 goods provided by taptap点点 entities involved in taptap点点 concentration not only share a common customer base and final use, but also have complementarity, usually requiring combination for use.

taptap点点 Guidelines adopt a combination of provisions and cases, with a total of 9 chapters and 82 articles, and 34 cases:

Chapter 1: General Provisions;

Chapter 2: Evidence Materials;

Chapter 3: Relevant Markets;

Chapter 4: Market Share and Market Concentration;

Chapter 5: Competitive Impact of Vertical Concentration;

Chapter 6: Competitive Impact of concentration;

Chapter 7: Market Entry, Buyer Power and Efficiency;

Chapter 8: Other Factors; and,

Chapter 9: Supplementary Provisions.

Just like in taptap点点 case of horizontal concentration, once taptap点点 Anti-monopoly Enforcement Agency determines that a non-horizontal concentration has or may have taptap点点 effect of excluding or restricting competition, taptap点点 operator can raise a defense. This is a consensus in taptap点点 merger review systems of major anti-monopoly judicial jurisdictions around taptap点点 world. taptap点点 generally recognized defense reasons mainly include efficiency, bankruptcy, etc.

Considering that non-horizontal business concentration is more likely to enhance economic efficiency compared to horizontal business concentration, and has a positive impact on competition and consumer interests, taptap点点 Guidelines have provided key explanations in Article 73 and Article 74 regarding taptap点点 potential efficiency gains from non-horizontal business concentration, including: cost savings through economies of scale and scope; prevention of free-riding; elimination of double pricing; reduction of transaction costs to ensure taptap点点 stability of supply of essential raw materials; optimization of production and management processes; promoting increased investment, enriching product varieties; enhancing transaction convenience; promoting technological progress and product renewal and iteration, etc., which bring about innovation efficiency.

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