Article 1 For the purpose of regulating declaration of undertaking concentration and acceptance of declaration by the antimonopoly law enforcement authority, in accordance with the Antimonopoly Law of the People¡¯s Republic of China (hereinafter referred to as the ¡°Antimonopoly Law¡±) and the Provisions of the State Council on Thresholds for Undertaking Concentration Declaration (hereinafter referred to as the ¡°Provisions¡±), the Measures herein are formulated.

Article 2 The Ministry of Commerce (hereinafter referred to as MOFCOM) shall be the antimonopoly examination and law enforcement agent for undertaking concentration, responsible for specific law enforcement works concerning acceptance and examination of undertaking concentration declarations.

Article 3 The undertaking concentration herein refers to the following circumstances as provided in Article 20 of the Antimonopoly Law:

(1)    Merger of undertakings;

(2)    Acquisition of control over other undertaking(s) by an undertaking by means of acquiring equities or assets; or

(3)    Acquisition of control over or imposition of decisive influence on other undertakings(s) by an undertaking by contract or other means.

Article 4 Turnover herein includes the income of an undertaking obtained from sale of products and provision of services within the previous fiscal year deducting the relevant taxes and additional fees.

¡°Within territory of China¡± as provided in Article 3 of the Provisions means the place where the buyer of the products or services provided by an undertaking stays is within the territory of China.

Article 5 The turnover of an individual undertaking that participates in concentration shall be the sum of the turnovers of the following undertakings:

(1)    The said individual undertaking;

(2)    Other undertaking(s) directly or indirectly controlled by the undertaking as referred in Paragraph (1);

(3)    Other undertaking that directly or indirectly controls the undertaking as referred in Paragraph (1);

(4)    Other undertaking(s) directly or indirectly controlled by the undertaking as referred in Paragraph (3); and

(5)    Other undertaking(s) jointly controlled by two or more undertakings as referred in Paragraph (1)-(4).

The turnover of an individual undertaking that participates in concentration shall not include the turnovers incurred between the undertakings as referred in Paragraph (1)-(5) herein.

If there is any other undertaking that is jointly controlled by individual undertakings participating in concentration or by individual undertaking(s) participating in concentration and undertaking(s) that does not participate in concentration, the turnover of the individual undertaking participating in concentration shall include the turnover of the undertaking(s) under joint control and that incurred between the said individual undertaking and a third party undertaking, and such turnover shall be calculated for only once.

Article 6 If there is any other undertaking jointly controlled by individual undertakings participating in concentration, the sum of turnovers of all undertakings participating in concentration shall not include the turnover incurred between the undertaking under joint control and any of the undertakings participating in concentration that jointly controls it or undertaking(s) having control relationship with the latter.

Article 7 When an undertaking concentration includes acquisition of part of one or more undertakings:

(1)    As for seller, only the turnover involved with the said part shall be calculated; or

(2)    If undertaking concentration has been carried out for several times within two years between the same undertakings while each time such concentration did not meet the declaration thresholds as provided in Article 3 of the Provisions, such concentration transactions shall be deemed as one concentration transaction and the concentration time shall be calculated from the latest transaction. The turnovers of each transaction shall be added as the turnover of such undertaking concentration.

¡°Within two years¡± in the previous paragraph refer to the period from finish of the first concentration transaction to the conclusion of the agreement on the last concentration transaction.

Article 8 Before official declaration, undertakings participating in concentration may apply for consultation on the relevant issues concerning concentration declaration with the MOFCOM, and such consultation application shall be filed in written form.

Article 9 Any undertaking concentration realized by means of acquisition may be declared by any undertaking participating in the acquisition; and any undertaking concentration realized by other means shall be declared by the undertaking that has the right to control or impose decisive influence on the acquired one and other undertaking(s) shall give assistance.

If the declaration obligor fails to make concentration declaration, other undertakings participating in the concentration may make such declaration.

The declaration obligor may make declaration by itself or entrust an agent to declare for it according to law.

Article 10 Following documents and materials shall be submitted for declaration:

(1)    A letter of declaration. The letter of declaration shall indicate the name, domicile, and scope of business of the undertakings participating in concentration and the date of the planed concentration, as well as the ID certificate or the registration certificate of the declarer. In case of declaration by agent, the power of attorney signed by the declarer shall be submitted.

(2)    An explanation on impacts of such concentration on competition in the relevant market. Specifically, such explanation shall include: outline of the concentration transaction; definition of the relevant market; market shares of the undertakings participating in concentration in the relevant market and their control force over the market; main competitors and their market shares; concentration rate of the market; market access; current development situations of the industry; impacts of such concentration on market competition structure, industrial development, technical progress, national economic development, consumers and other undertakings; and assessment of the impacts of such concentration on the relevant market competition and basis thereof.

(3)    Concentration agreements and the relevant documents, specifically including: concentration agreement documents of various types, such as agreement, contract and corresponding supplementary documents.

(4)    Financial accounting reports of the undertakings participating in concentration for the previous year that have been audited by accounting firms; and

(5)    Other documents and materials required by the MOFCOM.

Article 11 Except for the documents and materials required in Article 10 herein, a declarer may voluntarily provide other documents and materials conductive to making examination of and decisions on such concentration by the MOFCOM, such as opinions of local people¡¯s governments and competent authorities and reports that supporting concentration agreements and etc.

Article 12 When submitting papery declaration documents and materials, a declarer shall provide the electric documents with the same contents. Declaration documents and materials shall be arranged in reasonable order for convenience of review.

A declarer shall submit documents and materials prepared in Chinese. If the originals of such documents and materials are prepared in foreign language, Chinese versions shall be submitted and the originals shall be attached. If such documents and materials are duplicates, copies or fax of the originals, the originals shall be produced according to the requirements of the MOFCOM for verification.

A declarer shall also submit the open version and confidential version of the declaration documents and materials at the same time. The declarer shall make marks indicating business secret and other confidential information that shall be keep secret in such declaration documents and materials.

Article 13 A declarer shall submit complete documents and materials and the MOFCOM shall review all of such documents and materials submitted by the declarer. If the MOFCOM finds that such documents and materials are incomplete, it may require the declarer to make supplementary provision within the prescribed time limit. The failure of the declarer to make such provision shall be deemed as non-declaration.

Article 14 If the MOFCOM holds that declaration documents and materials consist with the legal requirements after review, it shall accept the application and notify the declarer in written form upon receipt of complete declaration documents and materials.

Article 15 If a declarer deliberately conceal material information or provide false information, the MOFCOM shall not accept the application.

Article 16 If any undertaking concentration transaction does not reach the declaration thresholds as provided in Article 3 of the Provisions, while the undertakings participating in concentration voluntarily file an undertaking concentration declaration and the MOFCOM holds that such application shall be accepted after reviewing the declaration documents and materials received, the MOFCOM shall conduct acceptance examination and make decisions in accordance with the provisions of the Antimonopoly Law.

During the declaration and acceptance examination period as mentioned in the previous paragraph, the undertakings participating in concentration may decide whether to suspend such concentration transaction or not and shall assume the corresponding results.

Article 17 The MOFCOM and a declarer shall assume the obligation of keep confidential business secrets known to them from consultation before declaration and during declaration examination and other information that shall be kept secret.

Article 18 The Measures herein comes into force on Jan. 1, 2010.