Anti-Monopoly Law of the People's Republic of China (Amended in 2022)
Anti-Monopoly Law of the People's Republic of China (Amended in 2022)
Anti-Monopoly Law of the People's Republic of China (Amended in 2022)
Order of the President of the People's Republic of China No. 116
June 24, 2022
(Adopted at the 29th Meeting of the Standing Committee of the Tenth National People's Congress on August 30, 2007, and amended in accordance with the Decision on Amending the Anti-Monopoly Law of the People's Republic of China adopted at the 35th Meeting of the Standing Committee of the Thirteenth National People's Congress on June 24, 2022)
Chapter I General Provisions
Chapter II Monopoly Agreements
Chapter III Abuse of Dominant Market Position
Chapter IV Concentration of Undertakings
Chapter V Abuse of Administrative Power to Eliminate or Restrict Competition
Chapter VI Investigation into Suspected Monopolistic Practices
Chapter VII Legal Liability
Chapter VIII Supplementary Provisions
Chapter I General Provisions
Article 1 This Law is enacted for the purpose of preventing and restraining monopoly, protecting fair competition in the market, encouraging innovation, enhancing economic efficiency, safeguarding the interests of consumers and the public, and promoting the healthy development of the socialist market economy.
Article 2 This Law is applicable to monopolistic practices in economic activities within the territory of the People's Republic of China, and it is applicable to monopolistic practices outside the territory of the People's Republic of China which eliminate or restrict competition in the domestic market of China.
Article 3 For purposes of this Law, monopolistic practices include:
(1) conclusion of monopoly agreements between undertakings;
(2) abuse of the dominant market position by undertakings; and
(3) concentration of undertakings that has or may have the effect of eliminating or restricting competition.
Article 4 Anti-monopoly work shall be carried out under the leadership of the Communist Party of China.
The state adheres to market-oriented and law-based principles, reinforces the fundamental position of competition policy, formulates and implements competition rules which are compatible with the socialist market economy, improves macro regulation, and advances a unified, open, competitive and orderly market system.
Article 5 The state shall establish and improve a fair competition review system.
Administrative organs and the organizations authorized by laws or regulations to perform the function of public administration shall conduct fair competition reviews when formulating regulations concerning economic activities of market participants.
Article 6 Undertakings may, through fair competition and voluntary association, implement concentrations pursuant to the law, expand the scale of their business operations, and enhance their competitiveness in the market.
Article 7 Any undertaking holding a dominant market position shall not abuse such a position to eliminate or restrict competition.
Article 8 With respect to the industries which are controlled by the state-owned sector and have a bearing on the lifeline of the national economy or national security as well as the industries where monopolistic operation or selling is exercised pursuant to the law, the state shall protect the lawful business operations of undertakings in these industries, and pursuant to the law, supervise and regulate their business operations and the prices of the goods and services provided by them to protect consumer interests and facilitate technological advancement.
The undertakings specified in the preceding paragraph shall operate pursuant to the law, be honest, adopt faithful and strict self-regulation, accept public oversight, and shall not damage the interests of consumers by taking advantage of their control over the industries or position of monopolistic operation or selling.
Article 9 An undertaking shall not engage in any of the monopolistic practices prohibited by this Law by taking advantage of data, algorithms, technologies, capital advantages or platform rules, etc.
Article 10 Administrative organs and the organizations authorized by laws or regulations to perform the function of public administration shall not abuse their administrative power to eliminate or restrict competition.
Article 11 The state shall improve and enhance anti-monopoly rules and regulations, strengthen anti-monopoly regulatory forces, improve the regulatory capacity and the modernization level of the regulatory system, strengthen anti-monopoly law enforcement and judicial work, try monopoly cases impartially and efficiently pursuant to the law, improve the mechanism for coordinating administrative enforcement with judicial procedure, and maintain a fair competition order.
Article 12 The State Council shall establish an anti-monopoly commission in charge of organizing, coordinating and giving guidance to the anti-monopoly work, which shall perform the following duties:
(1) studying and drafting relevant competition policies;
(2) organizing the investigation and assessment of competition in the market and issuing assessment reports;
(3) formulating and issuing anti-monopoly guidelines;
(4) coordinating anti-monopoly administrative enforcement work; and
(5) other duties as prescribed by the State Council.
The composition of and procedural rules for the anti-monopoly commission shall be prescribed by the State Council.
Article 13 The anti-monopoly law enforcement authority under the State Council shall be in charge of unified anti-monopoly law enforcement.
The anti-monopoly law enforcement authority under the State Council may, in light of the need of work, authorize the corresponding agencies of the people’s governments of provinces, autonomous regions or municipalities directly under the Central Government to take charge of relevant anti-monopoly law enforcement work in accordance with the provisions of this Law.
Article 14 Trade associations shall reinforce industry self-regulation, steer the undertakings in their respective industries to compete pursuant to the law, operate in compliance and maintain the market competition order.
Article 15 For purposes of this Law, the term “undertaking” refers to any natural person, legal person, or unincorporated organization that engages in manufacturing or business operations or provides services.
For purposes of this Law, the term “relevant market” refers to the scope of the goods or services (hereinafter collectively referred to as “commodities”) for which, and the region where, undertakings compete with each other during a given period of time over specific commodities.
Chapter II Monopoly Agreements
Article 16 For purposes of this Law, the term "monopoly agreement" refers to any agreement, decision or other concerted practice which eliminates or restricts competition.
Article 17 Undertakings in competitive relationships are prohibited from concluding any of the following monopoly agreements:
(1) on fixing or changing the prices of commodities;
(2) on limiting the output or sales of commodities
(3) on dividing the selling market or the purchasing market for raw materials;
(4) on restricting the purchase of new technologies or equipment, or the development of new technologies or products;
(5) on jointly boycotting transactions; and
(6) any other monopoly agreement determined by the anti-monopoly law enforcement authority under the State Council.
Article 18 Undertakings are prohibited from concluding any of the following monopoly agreements with their trading counterparties:
(1) on fixing the prices for resale of commodities to a third party;
(2) on restricting the minimum prices for resale of commodities to a third party; and
(3) any other monopoly agreement determined by the anti-monopoly law enforcement authority under the State Council.
The conclusion of an agreement specified in Sub-paragraph (1) or (2) of the preceding paragraph shall not be prohibited where an undertaking can prove that such an agreement has no effect on eliminating or restricting competition.
The conclusion of an agreement specified in Sub-paragraph (1) or (2) of the first paragraph shall not be prohibited where the undertaking can prove that its market share in the relevant market is below the threshold set by the anti-monopoly law enforcement authority under the State Council, and that it satisfies other conditions prescribed by the said authority.
Article 19 No undertaking shall organize other undertakings or provide substantive assistance to other undertakings for the conclusion of monopoly agreements.
Article 20 The provisions of Article 17, the first paragraph of Article 18 and Article 19 of this Law are inapplicable where an undertaking can prove an agreement concluded falls under any of the following circumstances:
(1) for the advancement of technologies, or the research and development of new products;
(2) for improving product quality, reducing costs, and enhancing efficiency by way of unifying specifications and standards of products, or implementing specialization;
(3) for improving business operation efficiency and enhancing the competitiveness of small and medium-sized undertakings;
(4) for serving public interests such as energy conservation, environmental protection or disaster and social relief;
(5) for alleviating a serious decrease in sales or apparent overproduction caused by an economic recession;
(6) for safeguarding the legitimate interests in foreign trade or in economic cooperation with foreign counterparties; or
(7) in any other circumstance as prescribed by laws or regulations of the State Council.
Where, in the case of Sub-paragraphs (1) to (5) of the preceding paragraph, the provisions of Article 17, the first paragraph of Article 18 and Article 19 of this Law are inapplicable, the undertaking shall additionally prove that the agreement concluded will not substantially restrict competition in the relevant market and can benefit consumers.
Article 21 Trade associations shall not organize undertakings within their respective industries to engage in the monopolistic practices prohibited in this Chapter.
Chapter III Abuse of Dominant Market Position
Article 22 An undertaking holding a dominant market position is prohibited from abusing such a position by engaging in any of the following practices:
(1) selling commodities at unfairly high prices or purchasing commodities at unfairly low prices;
(2) selling commodities at prices below cost without justifiable reasons;
(3) refusing to deal with trading counterparties without justifiable reasons;
(4) requiring trading counterparties to deal exclusively with itself or with the undertakings designated by it without justifiable reasons;
(5) conducting tied selling or imposing other unreasonable trading terms on transactions without justifiable reasons;
(6) applying differential treatment in respect of transaction prices or other trading terms among trading counterparties with equal conditions without justifiable reasons; or
(7) any other practice of abuse of the dominant market position determined by the anti-monopoly law enforcement authority under the State Council.
An undertaking holding a dominant market position shall not engage in any practice of abuse of such a position as prescribed in the preceding paragraph by taking advantage of data, algorithms, technologies and platform rules, etc.
For purposes of this Law, the term "dominant market position" means a market position held by an undertaking which has the capacity of controlling the price or quantity of commodities or other transaction terms in a relevant market, or preventing other undertakings from entering or affecting them to enter the relevant market.
Article 23 The dominant market position of an undertaking shall be determined on the basis of the following factors:
(1) the market share in the relevant market and the competition in the relevant market;
(2) the ability to control the sales market or the raw material procurement market;
(3) the financial strength and technical conditions;
(4) the extent to which other undertakings depend on it in transactions;
(5) the degree of difficulty for other undertakings to enter the relevant market; and
(6) other factors related to the determination of the dominant market position held by the undertaking.
Article 24 Where any undertaking is under any of the following circumstances, it may be presumed to hold a dominant market position:
(1) the market share of one undertaking reaching one half in the relevant market;
(2) the combined market share of two undertakings reaching two-thirds in the relevant market; or
(3) the combined market share of three undertakings reaching three-fourths in the relevant market.
Under the circumstances specified in Subparagraph (2) or (3) of the preceding paragraph, if the market share of one of the undertakings is less than one-tenth, such an undertaking shall not be presumed to hold a dominant market position.
An undertaking presumed to hold a dominant market position shall not be considered to hold such a position if it can prove the contrary with evidence.
Chapter IV Concentration of Undertakings
Article 25 Concentration of undertakings means the following:
(1) merger of undertakings;
(2) an undertaking acquiring control over other undertakings through acquiring shares or assets; or
(3) an undertaking acquiring control over other undertakings or having the ability to exercise a decisive influence on other undertakings through contractual arrangements or other means.
Article 26 Where a concentration of undertakings meets the threshold for notification prescribed by the State Council, the undertaking(s) shall notify in advance the anti-monopoly law enforcement authority under the State Council and the concentration shall not be implemented in the absence of such notification.
Where a concentration of undertakings does not meet the threshold for notification prescribed by the State Council, but there is evidence showing that the concentration of undertakings has or may have the effect of eliminating or restricting competition, the anti-monopoly law enforcement authority under the State Council may require a notification by the relevant undertaking(s).
Where a notification fails to be made in accordance with the two preceding paragraphs, the anti-monopoly law enforcement authority under the State Council shall conduct an investigation pursuant to the law.
Article 27 In any of the following circumstances, the undertaking(s) may dispense with a notification to the anti-monopoly law enforcement authority under the State Council:
(1) if one of the undertakings participating in the concentration owns 50 percent or more of the voting shares or assets of each of the other undertakings; or
(2) if an undertaking not involved in the concentration owns 50 percent or more of the voting shares or assets of each of the undertakings participating in the concentration.
Article 28 The undertaking(s) shall submit the following documents and materials in its concentration notification to the anti-monopoly law enforcement authority under the State Council:
(1) a notification letter;
(2) an explanation of the impact of the concentration on competition in the relevant market;
(3) the concentration agreement;
(4) the accounting report of each of the undertakings participating in the concentration for the previous fiscal year, which is audited by an accounting firm; and
(5) other documents and materials prescribed by the anti-monopoly law enforcement authority under the State Council.
The notification letter shall contain the names, domiciles, business scopes of the undertakings participating in the concentration, the scheduled date of implementation of the concentration and other matters prescribed by the anti-monopoly law enforcement authority under the State Council.
Article 29 Where the documents or materials submitted by the undertaking(s) are incomplete, the undertaking(s) shall supplement the relevant documents or materials within the time limit prescribed by the anti-monopoly law enforcement authority under the State Council.
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Order of the President of the People's Republic of China No. 116
June 24, 2022
(Adopted at the 29th Meeting of the Standing Committee of the Tenth National People's Congress on August 30, 2007, and amended in accordance with the Decision on Amending the Anti-Monopoly Law of the People's Republic of China adopted at the 35th Meeting of the Standing Committee of the Thirteenth National People's Congress on June 24, 2022)
Chapter I General Provisions
Chapter II Monopoly Agreements
Chapter III Abuse of Dominant Market Position
Chapter IV Concentration of Undertakings
Chapter V Abuse of Administrative Power to Eliminate or Restrict Competition
Chapter VI Investigation into Suspected Monopolistic Practices
Chapter VII Legal Liability
Chapter VIII Supplementary Provisions
Chapter I General Provisions
Article 1 This Law is enacted for the purpose of preventing and restraining monopoly, protecting fair competition in the market, encouraging innovation, enhancing economic efficiency, safeguarding the interests of consumers and the public, and promoting the healthy development of the socialist market economy.
Article 2 This Law is applicable to monopolistic practices in economic activities within the territory of the People's Republic of China, and it is applicable to monopolistic practices outside the territory of the People's Republic of China which eliminate or restrict competition in the domestic market of China.
Article 3 For purposes of this Law, monopolistic practices include:
(1) conclusion of monopoly agreements between undertakings;
(2) abuse of the dominant market position by undertakings; and
(3) concentration of undertakings that has or may have the effect of eliminating or restricting competition.
Article 4 Anti-monopoly work shall be carried out under the leadership of the Communist Party of China.
The state adheres to market-oriented and law-based principles, reinforces the fundamental position of competition policy, formulates and implements competition rules which are compatible with the socialist market economy, improves macro regulation, and advances a unified, open, competitive and orderly market system.
Article 5 The state shall establish and improve a fair competition review system.
Administrative organs and the organizations authorized by laws or regulations to perform the function of public administration shall conduct fair competition reviews when formulating regulations concerning economic activities of market participants.
Article 6 Undertakings may, through fair competition and voluntary association, implement concentrations pursuant to the law, expand the scale of their business operations, and enhance their competitiveness in the market.
Article 7 Any undertaking holding a dominant market position shall not abuse such a position to eliminate or restrict competition.
Article 8 With respect to the industries which are controlled by the state-owned sector and have a bearing on the lifeline of the national economy or national security as well as the industries where monopolistic operation or selling is exercised pursuant to the law, the state shall protect the lawful business operations of undertakings in these industries, and pursuant to the law, supervise and regulate their business operations and the prices of the goods and services provided by them to protect consumer interests and facilitate technological advancement.
The undertakings specified in the preceding paragraph shall operate pursuant to the law, be honest, adopt faithful and strict self-regulation, accept public oversight, and shall not damage the interests of consumers by taking advantage of their control over the industries or position of monopolistic operation or selling.
Article 9 An undertaking shall not engage in any of the monopolistic practices prohibited by this Law by taking advantage of data, algorithms, technologies, capital advantages or platform rules, etc.
Article 10 Administrative organs and the organizations authorized by laws or regulations to perform the function of public administration shall not abuse their administrative power to eliminate or restrict competition.
Article 11 The state shall improve and enhance anti-monopoly rules and regulations, strengthen anti-monopoly regulatory forces, improve the regulatory capacity and the modernization level of the regulatory system, strengthen anti-monopoly law enforcement and judicial work, try monopoly cases impartially and efficiently pursuant to the law, improve the mechanism for coordinating administrative enforcement with judicial procedure, and maintain a fair competition order.
Article 12 The State Council shall establish an anti-monopoly commission in charge of organizing, coordinating and giving guidance to the anti-monopoly work, which shall perform the following duties:
(1) studying and drafting relevant competition policies;
(2) organizing the investigation and assessment of competition in the market and issuing assessment reports;
(3) formulating and issuing anti-monopoly guidelines;
(4) coordinating anti-monopoly administrative enforcement work; and
(5) other duties as prescribed by the State Council.
The composition of and procedural rules for the anti-monopoly commission shall be prescribed by the State Council.
Article 13 The anti-monopoly law enforcement authority under the State Council shall be in charge of unified anti-monopoly law enforcement.
The anti-monopoly law enforcement authority under the State Council may, in light of the need of work, authorize the corresponding agencies of the people’s governments of provinces, autonomous regions or municipalities directly under the Central Government to take charge of relevant anti-monopoly law enforcement work in accordance with the provisions of this Law.
Article 14 Trade associations shall reinforce industry self-regulation, steer the undertakings in their respective industries to compete pursuant to the law, operate in compliance and maintain the market competition order.
Article 15 For purposes of this Law, the term “undertaking” refers to any natural person, legal person, or unincorporated organization that engages in manufacturing or business operations or provides services.
For purposes of this Law, the term “relevant market” refers to the scope of the goods or services (hereinafter collectively referred to as “commodities”) for which, and the region where, undertakings compete with each other during a given period of time over specific commodities.
Chapter II Monopoly Agreements
Article 16 For purposes of this Law, the term "monopoly agreement" refers to any agreement, decision or other concerted practice which eliminates or restricts competition.
Article 17 Undertakings in competitive relationships are prohibited from concluding any of the following monopoly agreements:
(1) on fixing or changing the prices of commodities;
(2) on limiting the output or sales of commodities
(3) on dividing the selling market or the purchasing market for raw materials;
(4) on restricting the purchase of new technologies or equipment, or the development of new technologies or products;
(5) on jointly boycotting transactions; and
(6) any other monopoly agreement determined by the anti-monopoly law enforcement authority under the State Council.
Article 18 Undertakings are prohibited from concluding any of the following monopoly agreements with their trading counterparties:
(1) on fixing the prices for resale of commodities to a third party;
(2) on restricting the minimum prices for resale of commodities to a third party; and
(3) any other monopoly agreement determined by the anti-monopoly law enforcement authority under the State Council.
The conclusion of an agreement specified in Sub-paragraph (1) or (2) of the preceding paragraph shall not be prohibited where an undertaking can prove that such an agreement has no effect on eliminating or restricting competition.
The conclusion of an agreement specified in Sub-paragraph (1) or (2) of the first paragraph shall not be prohibited where the undertaking can prove that its market share in the relevant market is below the threshold set by the anti-monopoly law enforcement authority under the State Council, and that it satisfies other conditions prescribed by the said authority.
Article 19 No undertaking shall organize other undertakings or provide substantive assistance to other undertakings for the conclusion of monopoly agreements.
Article 20 The provisions of Article 17, the first paragraph of Article 18 and Article 19 of this Law are inapplicable where an undertaking can prove an agreement concluded falls under any of the following circumstances:
(1) for the advancement of technologies, or the research and development of new products;
(2) for improving product quality, reducing costs, and enhancing efficiency by way of unifying specifications and standards of products, or implementing specialization;
(3) for improving business operation efficiency and enhancing the competitiveness of small and medium-sized undertakings;
(4) for serving public interests such as energy conservation, environmental protection or disaster and social relief;
(5) for alleviating a serious decrease in sales or apparent overproduction caused by an economic recession;
(6) for safeguarding the legitimate interests in foreign trade or in economic cooperation with foreign counterparties; or
(7) in any other circumstance as prescribed by laws or regulations of the State Council.
Where, in the case of Sub-paragraphs (1) to (5) of the preceding paragraph, the provisions of Article 17, the first paragraph of Article 18 and Article 19 of this Law are inapplicable, the undertaking shall additionally prove that the agreement concluded will not substantially restrict competition in the relevant market and can benefit consumers.
Article 21 Trade associations shall not organize undertakings within their respective industries to engage in the monopolistic practices prohibited in this Chapter.
Chapter III Abuse of Dominant Market Position
Article 22 An undertaking holding a dominant market position is prohibited from abusing such a position by engaging in any of the following practices:
(1) selling commodities at unfairly high prices or purchasing commodities at unfairly low prices;
(2) selling commodities at prices below cost without justifiable reasons;
(3) refusing to deal with trading counterparties without justifiable reasons;
(4) requiring trading counterparties to deal exclusively with itself or with the undertakings designated by it without justifiable reasons;
(5) conducting tied selling or imposing other unreasonable trading terms on transactions without justifiable reasons;
(6) applying differential treatment in respect of transaction prices or other trading terms among trading counterparties with equal conditions without justifiable reasons; or
(7) any other practice of abuse of the dominant market position determined by the anti-monopoly law enforcement authority under the State Council.
An undertaking holding a dominant market position shall not engage in any practice of abuse of such a position as prescribed in the preceding paragraph by taking advantage of data, algorithms, technologies and platform rules, etc.
For purposes of this Law, the term "dominant market position" means a market position held by an undertaking which has the capacity of controlling the price or quantity of commodities or other transaction terms in a relevant market, or preventing other undertakings from entering or affecting them to enter the relevant market.
Article 23 The dominant market position of an undertaking shall be determined on the basis of the following factors:
(1) the market share in the relevant market and the competition in the relevant market;
(2) the ability to control the sales market or the raw material procurement market;
(3) the financial strength and technical conditions;
(4) the extent to which other undertakings depend on it in transactions;
(5) the degree of difficulty for other undertakings to enter the relevant market; and
(6) other factors related to the determination of the dominant market position held by the undertaking.
Article 24 Where any undertaking is under any of the following circumstances, it may be presumed to hold a dominant market position:
(1) the market share of one undertaking reaching one half in the relevant market;
(2) the combined market share of two undertakings reaching two-thirds in the relevant market; or
(3) the combined market share of three undertakings reaching three-fourths in the relevant market.
Under the circumstances specified in Subparagraph (2) or (3) of the preceding paragraph, if the market share of one of the undertakings is less than one-tenth, such an undertaking shall not be presumed to hold a dominant market position.
An undertaking presumed to hold a dominant market position shall not be considered to hold such a position if it can prove the contrary with evidence.
Chapter IV Concentration of Undertakings
Article 25 Concentration of undertakings means the following:
(1) merger of undertakings;
(2) an undertaking acquiring control over other undertakings through acquiring shares or assets; or
(3) an undertaking acquiring control over other undertakings or having the ability to exercise a decisive influence on other undertakings through contractual arrangements or other means.
Article 26 Where a concentration of undertakings meets the threshold for notification prescribed by the State Council, the undertaking(s) shall notify in advance the anti-monopoly law enforcement authority under the State Council and the concentration shall not be implemented in the absence of such notification.
Where a concentration of undertakings does not meet the threshold for notification prescribed by the State Council, but there is evidence showing that the concentration of undertakings has or may have the effect of eliminating or restricting competition, the anti-monopoly law enforcement authority under the State Council may require a notification by the relevant undertaking(s).
Where a notification fails to be made in accordance with the two preceding paragraphs, the anti-monopoly law enforcement authority under the State Council shall conduct an investigation pursuant to the law.
Article 27 In any of the following circumstances, the undertaking(s) may dispense with a notification to the anti-monopoly law enforcement authority under the State Council:
(1) if one of the undertakings participating in the concentration owns 50 percent or more of the voting shares or assets of each of the other undertakings; or
(2) if an undertaking not involved in the concentration owns 50 percent or more of the voting shares or assets of each of the undertakings participating in the concentration.
Article 28 The undertaking(s) shall submit the following documents and materials in its concentration notification to the anti-monopoly law enforcement authority under the State Council:
(1) a notification letter;
(2) an explanation of the impact of the concentration on competition in the relevant market;
(3) the concentration agreement;
(4) the accounting report of each of the undertakings participating in the concentration for the previous fiscal year, which is audited by an accounting firm; and
(5) other documents and materials prescribed by the anti-monopoly law enforcement authority under the State Council.
The notification letter shall contain the names, domiciles, business scopes of the undertakings participating in the concentration, the scheduled date of implementation of the concentration and other matters prescribed by the anti-monopoly law enforcement authority under the State Council.
Article 29 Where the documents or materials submitted by the undertaking(s) are incomplete, the undertaking(s) shall supplement the relevant documents or materials within the time limit prescribed by the anti-monopoly law enforcement authority under the State Council.
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