Antitrust Filings for Joint Ventures in Greater China

A joint venture between two operators with meaningful Greater China activity can trigger filings in three independent jurisdictions: mainland China (SAMR), Hong Kong (Competition Commission), and Taiwan (Fair Trade Commission). Each is different in threshold, scope, timing and substantive standard. Counsel running the deal needs to map all three early — and decide which is the gating regime.

Mainland China — SAMR

The PRC merger-control regime applies to JVs where the parties' worldwide or PRC turnover crosses prescribed thresholds, and where the JV is a concentration within the meaning of the Anti-Monopoly Law. Important features:

• The JV need not be incorporated in China to be in scope. If the JV will have any turnover or business activity in China, the location-of-activity test applies.
• Simple-case procedure can shorten review for clearly benign JVs.
• Phase I is 30 calendar days from acceptance; Phase II adds 90; Phase III adds 60.
• The 2022 AML revision increased penalties for gun-jumping and made the call-in power more usable.

PRC SAMR is typically the most consequential of the three Greater China filings for any JV with operations in mainland China.

Hong Kong — Competition Commission

Hong Kong has no general merger-control regime applying across all industries. Merger filings are required only in the telecommunications sector (the First Conduct Rule applies more broadly to anti-competitive agreements and the Second Conduct Rule to abuse of substantial market power, but neither is a notification regime).

The practical takeaway:

• A JV between two non-telecom parties does not require a notification filing in Hong Kong.
• The JV's conduct in Hong Kong is still subject to the First and Second Conduct Rules; this is a substantive, not a procedural, obligation.
• A JV involving carrier-licence-holders in the telecom sector triggers separate carrier-licence-related obligations and the Competition Commission's telecom-merger regime.

For most non-telecom JVs, the Hong Kong analysis is a substantive-conduct memo, not a filing.

Taiwan — Fair Trade Commission

Taiwan operates a notification regime under the Fair Trade Act for combinations meeting prescribed market-share or turnover thresholds. Features:

• The threshold framework looks at both worldwide and Taiwan turnover.
• A combination is enforceable only after the waiting period has expired without the Commission objecting (or earlier clearance).
• The thresholds are lower than those of many comparable regimes, so JVs that would not trigger filings elsewhere can still trigger Taiwan.

For JVs with any Taiwan turnover or any Taiwan-domiciled party, the Taiwan analysis should be run in parallel with the mainland analysis.

Coordination issues

Where two or three of these filings apply, several practical issues arise:

Different definitions of "concentration" — SAMR's functional control test, Taiwan's threshold framework, and the HK telecom-specific regime do not perfectly overlap. A transaction can be in scope in one and out of scope in another.

Different acceptance clocks — none of the three regimes counts "filing submitted" as "filing accepted." Each has its own back-and-forth process before the clock starts.

Information consistency — the substantive answers given to one regulator can become public or quasi-public and reach the other regulators. Counsel should design a single coherent substantive narrative across the filings.

Gun-jumping risk in each — implementing the JV before all required clearances are obtained is a risk in each regime; the clearance with the latest expected date sets the floor for closing.

Closing

The Greater China antitrust map is not a single map. A JV that needs SAMR clearance does not automatically need Taiwan or HK action — and vice versa. The work is to run the threshold tests in all three regimes at the outset and to schedule the deal around the binding constraint.

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This article is general commentary as of the date above. It is not legal advice and does not address the specifics of any particular transaction. For PRC, Hong Kong or Taiwan competition law, please engage qualified counsel in the relevant jurisdiction.