The Ministry of Commerce publishes the concentration Declaration method

The Ministry of Commerce of the People's Republic of China 2009 the 11th "operator centralized Reporting measures" "Publishing unit" the Ministry of Commerce of the People's Republic of China "published the number" Ministry of Commerce Order 2009 11th "Release date" 2009-11-21 "Implementation Date" 2010-01-01 "operator Concentration declaration method"　　It has been approved by the Ministry of Commerce at its 26th ministerial meeting July 15, 2009 and is hereby announced and implemented since January 1, 2010. Minister: Chen Deming November 21, 2009 the operator concentrated declaration method the first is to standardize the declaration of operators and antitrust enforcement agencies to accept the declaration, according to the PRC Antimonopoly Law (hereinafter referred to as the "Antimonopoly Law") and the State Council on the concentration of the declaration of Business Standards (hereinafter referred to as "provisions")　　To develop these measures.　　Second, the Ministry of Commerce is the operator concentrated antitrust review law enforcement agencies, to accept and review the operators concentrated declaration of specific law enforcement work. The concentration of undertakings referred to in these measures refers to the following circumstances as stipulated in article 20th of the Antimonopoly Act: (i) the merger of the operators; (ii) the operator obtains control over other operators by means of acquiring equity or assets;　　The operator obtains control over other operators by way of contract or can exert a decisive influence on other operators.　　Fourth the turnover includes the income from the sales of products and services provided by the relevant operators in the previous fiscal year, deducting the relevant taxes and their additions.　　The term "within China" referred to in article III of the provisions refers to the location of the buyer of the goods or services provided by the operator in China. Fifth the turnover of a single operator involved in a concentration shall be the sum of the turnover of the following operators: (a) the individual operator; (b) Other operators directly or indirectly controlled by the operator referred to in subparagraph (a); (iii) direct or indirect control of the other operators of the operators referred to in subparagraph (a) (d) (c)　　Other operators who are directly or indirectly under the control of the operator referred to in subparagraph (v) other undertakings jointly controlled by two or more operators in the undertakings referred to in subparagraphs (a) to (d).　　The turnover of a single operator in a concentration does not include the turnover occurring between the operators listed in (a) to (v) above.　　If there is a common control between a single operator involved in a concentration or a single operator and an operator who is not involved in a concentration, the turnover of a single operator involved in the concentration shall include the turnover between the jointly controlled operator and the third party operator, and the turnover is counted only once.　　Sixth the aggregate turnover of all the operators involved in the concentration shall not include the turnover between the jointly controlled operator and any operator who jointly controls his concentration of participation, or between the operator in control of the latter, if there are other operators in joint control between the individual operators involved in the concentration. Seventh in a concentration of undertakings includeWhen purchasing part of one or more operators: (a) for the seller, only a portion of the turnover involved is calculated; (ii) The concentration of operators who have not met the reporting criteria set forth in article III of the provisions of the same operator over a period of two years shall be regarded as a centralized transaction, with a concentration of time taken from the last transaction, The turnover of the concentration of the operator shall be combined with multiple transactions.　　The operator shall deal with the above-mentioned Act in accordance with the provisions of this subparagraph through the actions of other operators with which they have control relations.　　The term "two years" referred to in subparagraph (b) of the preceding paragraph shall mean the period from the date of completion of the first centralized transaction to the date on which the final centralized transaction was signed. Eighth before the official declaration, the participating operators may apply to the Ministry of Commerce for Negotiation on the related issues of centralized declaration.　　The application for negotiation shall be made in writing.　　Nineth the concentration of undertakings implemented by way of amalgamation shall be declared by the parties involved in the merger, and the concentration of the operators in other ways shall be declared by the operator who obtains control or can exert decisive influence, and the other operators cooperate.　　If the reporting obligation does not make a centralized declaration, the other participating operators may submit the declaration.　　The reporting obligation can be declared by himself or by the agent in accordance with the law. The tenth article declaration document, the material should include the following content: (a) declaration. The declaration shall specify the name, domicile, business scope and date of the intended implementation concentration of the operator involved in the concentration. The applicant's identity card or registration certificate, the overseas declaration must also be submitted to the local notary authorities notarized documents and related certification documents.　　Where the principal agent declares, he shall submit a power of attorney signed by the applicant. (ii) A statement focusing on the impact of competitive conditions in the relevant market. This includes: Centralized trading overview, relevant market definition, participation in the market share of the operators in the relevant market and its control of the market, major competitors and their market share, market concentration, market entry, industry development status, focus on the market competition structure, industry development, technological progress, national economic development,　　The influence of consumers and other operators, and the evaluation and basis of the effect of the competition in the relevant market. (iii) centralized agreements and related documents.　　Include: various forms of centralized agreement documents, such as agreement, contract and corresponding supplementary documents.　　(iv) The Financial accounting report of the previous fiscal year in which the participating operators are audited by an accounting firm.　　(v) Other documents and materials requested by the Ministry of Commerce.　　11th in addition to the documents and materials required by article tenth of this provision, the applicant may voluntarily provide other documents, materials, such as the local people's government and competent authorities, to assist the Ministry of Commerce in reviewing and making decisions on such concentration, and support the various reports of the centralized agreement. 12th the declaration person submits the paper declaration document and the data, should submit the same content CD-ROM electronic document.　　The Declaration documents and information shall be arranged reasonably for easy inspection. The applicant shall submit documents and materials written in Chinese. Documents, informationThe original is written in foreign languages, the Chinese translation should be submitted and accompanied by the original foreign language.　　If the documents and materials are copies, photocopies or faxes, the originals shall be presented for verification according to the requirements of the Ministry of Commerce. The applicant shall simultaneously submit a public and confidential version of the declaration documents and materials.　　The applicant shall mark the business secrets and other information which need to be kept confidential in the declaration documents and materials. 13th the Declaration person shall submit complete documents and information, the Ministry of Commerce shall verify the documents and materials submitted by the applicant. If the Ministry of Commerce finds that the declared documents and information are incomplete, it may request the applicant to make a supplementary payment within the stipulated period.　　If the applicant is overdue for payment, it shall be deemed to be undeclared.　　14th the Ministry of Commerce has verified that the declaration documents and data conform to the statutory requirements, it shall file and notify the applicant in writing of the documents and materials on the date of receipt of a complete declaration document.　　The Ministry of Commerce shall not file a case 15th when the applicant intentionally conceals important circumstances or provides false information.　　16th the operator concentration fails to meet the reporting standards stipulated in the third article of the regulation, the operators participating in the concentration shall voluntarily propose the operators to declare, and the Ministry of Commerce receives the declaration documents and materials after the review deems it necessary to file a case, and should conduct a case review and make a decision according to the provisions of　　During the reporting and filing review mentioned in the preceding paragraph, the participating operators may decide whether or not to suspend their centralized transactions and bear the consequential consequences.　　17th the Ministry of Commerce and the Declaration shall undertake the obligation of confidentiality for the business secrets and other information that need to be kept confidential in the negotiation and declaration before the operators ' centralized declaration. 18th of these measures shall be implemented as from January 1, 2010.