Concentration Declaration approach
(November 21, 2009 People's Republic of China's Ministry of Commerce announced 2009 11th come into force on January 1, 2010) the first to standardize the concentration Declaration and the antitrust enforcement agencies to accept the Declaration, in accordance with the People's Republic of China anti-monopoly law (hereinafter referred to as the Antimonopoly Act) and the State Council on the standard provisions on the Declaration of concentrations of undertakings (hereinafter referred to as the regulations), these measures are formulated.
Review article of Commerce is the concentration of anti-monopoly law enforcement agencies, commitment to receive and review the specific declaration of concentrations of undertakings and law enforcement.
Third concentration in these measures refers to the Antimonopoly Act 20th under the following circumstances:
(A) the operators merge;
(B) the acquisition by undertakings, equities or assets acquired control over the other operators;
(Iii) gain control over other operators through contract right or the possibility of exercising decisive influence on other undertakings.
Fourth turnover includes the relevant operators in the previous fiscal year sales products and services provided by income, subject to tax and extra.
The provisions referred to in article "inside China" refers to providing products or services to buyer's place within the territory of China.
Turnover for a single operator should be in the article fifth set as the total turnover of the following operators:
(A) the single operator;
(B) in subparagraph (a) of the operator directly or indirectly controlled by other operators;
(C) controlled, directly or indirectly (a) referred to operators of other operators;
(D) in paragraph (c) of the operator directly or indirectly controlled by other operators;
(E) in subparagraph (a) to (d) of the operators referred to in two or more other operators operator control.
Involved in the concentration of a single operator's revenues do not include these (a) to (e) turnover between operators listed.
If a single operator concerned or involved in the concentration between the single operators and operators have in common that are not involved in the concentration of other operators involved in focusing on the individual operator turnover should include common control operator turnover with third-party operators, and this turnover is only evaluated once.
Article sixth participation concentrated between a single operator control of other operators, the total turnover of all operators involved in the concentration should not include joint control operators control his participation together with any of the undertakings concerned, or control relationship with the latter turnover between operators.
Seventh in a concentration of business operators, including acquisition of one or more operators is part of:
(A) to the seller, only focus on the part of the turnover; (B) the same repeatedly in the two years between the operator does not comply with the provisions of article III of the Declaration required standards of concentration of undertakings, should be seen as a centralized trading, concentrated time starting from the last transaction, the concentration of the turnover multiple transactions should be combined.
Operator through its control of the other operators on the implementation of the above Act, in accordance with the regulations.
The preceding paragraph (b) referred to "two years" from the first set refers to the date of completion of the transaction until the date of concentrated Exchange signed an agreement of last period. Eighth in front of the full notification, participation of the undertakings concerned can concentrate on issues related to the Declaration apply to the Department of Commerce to discuss.
Discuss the application should be submitted in writing.
Nineth concentration through merging, by the parties involved in the merger notification; concentration of undertakings in other ways, by taking control of notification of or able to exert a decisive influence, other operators may be required.
Centralized declared he is under obligation to declare, operator can make a declaration in the other set.
Declaration can declare themselves ' duty, may also be lawfully entrusted their agency.
Tenth Article declaration documents, materials must include the following elements: (A) of the Declaration. Returns shall include the participation of the undertakings of the names, addresses, business scope, target implementation dates set. Declarant ID card or registration certificate, foreign applicant shall be submitted to the local notary office notarized document and related certification file.
Attorney Declaration, shall submit a power of attorney signed by the applicant. (B) the description of the effect of concentration on competition in the relevant market.
Specific including: concentrated trading profile; related market defined; participation concentrated of operators in related market of market share and on market of control force; main competition who and market share; market concentrated degrees; market into; industry development status; concentrated on market competition structure, and industry development, and technology progress, and economy development, and consumers and other operators of effect; concentrated on related market competition effect of effect assessment and the according to. (C) collective agreement and related documents.
Including: collective agreement in the form of documents, such as agreements, contracts and supplementary files, and so on.
(D) participation of the undertakings of the accounting firm audited last fiscal year financial report.
(V) other documents and information required by the Ministry of Commerce.
11th article, except as provided in the tenth article requests for documents, information, reporting on a voluntary basis in providing help to the Ministry of Commerce of the centralized reviews and other documents and information on decisions, such as the views of the local people's Governments and authorities concerned, support the various reports of the collective agreement. 12th applicant to submit paper filings, information at the same time, content shall be submitted to the same CD electronic documents.
Returns documents and data should be a reasonable arrangement to facilitate inspection. Declarant shall submit the written documents in Chinese, information. Documents and materials of the original is written in foreign languages, Chinese translations shall be submitted together with the foreign originals.
File, copy, photocopy or facsimile of the information should be based on the request of the Ministry of Commerce show the originals for verification. The declarant shall submit a filing, information of the public and confidential versions.
The declarant shall, on filing of documents, information, commercial secrets and other confidential information from tagging. 13th declarant shall submit complete documents and information, the Ministry of Commerce should verify the documents and materials submitted by the applicant. Department of Commerce found declare files, incomplete information, may require the declarant to pay within the time stipulated.
Applicant fails to pay, as undeclared.
14th Ministry of Commerce verified that the filing, data consistent with statutory requirements, shall receive complete documents, and information to be filed and notify the applicant in writing of the date.
15th report of deliberately concealing important information or provides false information, the Ministry of Commerce shall not be filed.
16th concentration does not comply with the provisions of article III of the declaration provided for in article standards, voluntary declaration of concentrations of undertakings involved in the concentration operators, Ministry of Commerce received filings, incorporated information considered necessary, should be carried out in accordance with the provisions of the anti-monopoly law examination and make a decision.
Filing and examination period referred to in the preceding paragraph, participation of the undertakings concerned can decide whether or not to suspend implementation of the centralized trading, and bear the consequences.
Article 17th before the Department of Commerce and the applicant to at the Declaration of concentrations of undertakings to discuss and report review clients ' business secrets and other confidential information confidential. 18th article this way come into force on January 1, 2010.