Table of Contents

Chapter 1 General Provisions

Chapter 2: Monopoly Agreements

Chapter 3: Abuse of Market Dominant Position

Chapter 4: Concentration of Operators

Chapter 5: Abusing Administrative Power to Exclude or Restrict Competition

Chapter Six: Investigation into Suspected Monopolistic Conduct

Chapter 7: Legal Liability

Chapter VIII Supplementary Provisions

Chapter 1 General Provisions

Article 1: This Law is enacted to prevent and stop monopolistic practices, protect fair competition in the market, enhance the efficiency of economic operations, safeguard consumer interests and the public interest, and promote the healthy development of the socialist market economy.

Article 2: Monopolistic practices in economic activities within the territory of the People’s Republic of China shall be governed by this Law. Monopolistic practices outside the territory of the People’s Republic of China that have an exclusionary or restrictive impact on competition in the domestic market shall also be governed by this Law.

Article 3: The monopolistic practices stipulated in this Law include:

(1) Operators enter into monopoly agreements;

(2) Operators abuse their dominant market position;

(3) Concentrations of undertakings that have or may have the effect of excluding or restricting competition.

Article 4: The State shall formulate and implement competition rules that are compatible with the socialist market economy, enhance macroeconomic regulation, and establish a unified, open, competitive, and orderly market system.

Article 5: Operators may engage in fair competition and voluntary alliances, implement concentration in accordance with the law, expand their business scale, and enhance their competitiveness in the market.

Article 6: Operators with a dominant market position shall not abuse their dominant market position to exclude or restrict competition.

Article 7: In sectors where the state-owned economy holds a dominant position—sectors vital to the national economy and national security, as well as those subject to exclusive operation and monopolistic distribution under the law—the State shall protect the lawful business activities of their operators. Moreover, the State shall, in accordance with the law, exercise supervision and regulation over the operators’ business practices and the prices of their goods and services, thereby safeguarding consumer interests and promoting technological advancement. Operators in the sectors referred to in the preceding paragraph shall conduct their businesses in strict compliance with the law, act with honesty and integrity, exercise self-discipline, and accept oversight by the public. They shall not exploit their dominant or monopolistic positions to harm consumer interests.

Article 8: Administrative organs and organizations authorized by laws and regulations to perform public administration functions may not abuse their administrative power to exclude or restrict competition.

Article 9: The State Council shall establish an Anti-Monopoly Committee, which shall be responsible for organizing, coordinating, and guiding anti-monopoly efforts and shall perform the following duties:

(1) Conduct research and formulate policies related to competition;

(2) Organize investigations and assessments of the overall competitive landscape of the market, and publish assessment reports;

(3) Formulate and issue antitrust guidelines;

(4) Coordinate antitrust administrative law enforcement efforts;

(5) Other duties prescribed by the State Council. The composition and working rules of the Anti-Monopoly Committee of the State Council shall be stipulated by the State Council.

Article 10: The agency designated by the State Council to perform antitrust enforcement duties (hereinafter collectively referred to as the State Council’s Antitrust Enforcement Agency) shall be responsible for antitrust enforcement activities in accordance with the provisions of this Law. Based on operational needs, the State Council’s Antitrust Enforcement Agency may authorize corresponding agencies of the people's governments of provinces, autonomous regions, and municipalities directly under the central government to assume responsibility for relevant antitrust enforcement activities in accordance with the provisions of this Law.

Article 11: Industry associations shall strengthen self-discipline within the industry, guide operators in their sector to compete in accordance with the law, and safeguard the order of market competition.

Article 12: For the purposes of this Law, “operator” refers to natural persons, legal entities, and other organizations engaged in the production, operation of goods, or the provision of services. For the purposes of this Law, “relevant market” refers to the scope of goods and geographic area within which operators compete with regard to specific goods or services (hereinafter collectively referred to as “goods”) over a given period of time.

Chapter 2: Monopoly Agreements

Article 13: Operators with a competitive relationship are prohibited from entering into the following monopoly agreements:

(1) Fixing or altering the prices of goods;

(2) Limiting the production quantity or sales quantity of a product;

(3) Dividing up sales markets or raw material procurement markets;

(4) Restricting the purchase of new technologies or new equipment, or restricting the development of new technologies or new products;

(5) Joint Boycott Transactions;

(6) Other monopoly agreements identified by the anti-monopoly enforcement agency of the State Council. For the purposes of this Law, a monopoly agreement refers to any agreement, decision, or other concerted practice that excludes or restricts competition.

Article 14: Operators are prohibited from entering into the following monopoly agreements with their counterparties in transactions:

(1) Setting a fixed resale price for goods sold to third parties;

(2) Setting a minimum price for the resale of goods to third parties;

(3) Other monopoly agreements identified by the anti-monopoly enforcement agency of the State Council.

Article 15: If the operator can prove that the agreement reached falls into one of the following circumstances, the provisions of Articles 13 and 14 of this Law shall not apply:

(1) To improve technology and research and develop new products;

(2) To improve product quality, reduce costs, enhance efficiency, standardize product specifications and standards, or implement specialized division of labor;

(3) To enhance the operational efficiency of small and medium-sized enterprises and strengthen their competitiveness;

(4) To achieve social public interests such as energy conservation, environmental protection, disaster relief, and assistance;

(5) Due to economic downturn, in order to alleviate a severe decline in sales volume or significant overproduction;

(6) To safeguard legitimate interests in foreign trade and foreign economic cooperation;

(7) Other circumstances prescribed by law and the State Council. If the circumstances fall under items 1 through 5 of the preceding paragraph and are not subject to the provisions of Articles 13 and 14 of this Law, the operator shall also demonstrate that the agreement reached will not seriously restrict competition in the relevant market and that it will enable consumers to share in the benefits arising from such agreement.

Article 16: Industry associations shall not organize operators in their respective industries to engage in monopolistic practices prohibited under this chapter.

Chapter 3: Abuse of Market Dominant Position

Article 17: Operators with a dominant market position are prohibited from engaging in the following abusive practices of their dominant market position:

(1) Selling goods at unfairly high prices or purchasing goods at unfairly low prices;

(2) Selling goods at a price below cost without justifiable reasons;

(3) Refusing to conduct transactions with the counterparty without justifiable reasons;

(4) Without justifiable reasons, restricting the counterparty to a transaction to conducting business only with it or only with operators designated by it; (5) Bundling goods without justifiable reasons, or attaching other unreasonable transaction conditions to the transaction.

(6) Without justifiable reasons, applying differential treatment to counterparties in transactions who are in identical circumstances with regard to transaction prices and other transaction terms;

(7) Other acts of abusing a dominant market position as identified by the anti-monopoly enforcement agency under the State Council. For the purposes of this Law, “dominant market position” refers to the market position held by an operator within a relevant market that enables it to control the prices, quantities, or other terms of trade of goods, or to impede or influence the entry of other operators into the relevant market.

Article 18: In determining whether an operator has a dominant position in the market, the following factors shall be considered:

(1) The operator’s market share in the relevant market, as well as the competitive landscape of the relevant market;

(2) The operator’s ability to control the sales market or the raw materials procurement market;

(3) The operator’s financial and technical capabilities;

(4) The degree to which other operators are dependent on this operator in transactions;

(5) The ease with which other operators can enter the relevant market;

(6) Other factors relevant to the determination of the operator’s dominant market position.

Article 19: An operator may be presumed to have a dominant position in the market if any of the following circumstances exist:

(1) An operator whose market share in the relevant market reaches one-half;

(2) When the combined market share of two operators in the relevant market reaches two-thirds;

(3) When the combined market shares of three operators in the relevant market reach three-quarters. In cases falling under the circumstances specified in the second and third items of the preceding paragraph, if any of the operators has a market share of less than one-tenth, it shall not be presumed that such operator possesses a dominant market position. An operator presumed to have a dominant market position shall not be deemed to have such a position if evidence is provided demonstrating that it does not actually possess one.

Chapter 4: Concentration of Operators

Article 20: A concentration of business operators refers to the following circumstances:

(1) Merger of operators;

(2) The operator obtains control over other operators by acquiring equity interests or assets;

(3) The operator obtains control over other operators or is able to exert decisive influence on them through contracts or other means.

Article 21: Where the concentration of business operators reaches the reporting threshold prescribed by the State Council, the business operators shall submit a prior notification to the anti-monopoly enforcement agency of the State Council. Any concentration that has not been reported shall not be implemented.

Article 22: An operator concentration may be exempted from filing with the anti-monopoly enforcement agency of the State Council if it falls into any of the following circumstances:

(1) One of the operators involved in the concentration holds more than 50 percent of the voting shares or assets of each of the other operators;

(2) More than 50 percent of the voting shares or assets of each operator participating in the concentration are owned by the same operator that is not participating in the concentration.

Article 23: When operators submit a notification of a concentration to the anti-monopoly enforcement agency under the State Council, they shall provide the following documents and materials:

(1) Application form;

(2) A description of the impact on the competitive landscape of the relevant market;

(3) Centralized Agreement;

(4) The financial accounting reports for the previous fiscal year, audited by an accounting firm, of the undertakings participating in the concentration;

(5) Other documents and materials prescribed by the anti-monopoly enforcement agency of the State Council. The notification form shall specify the names, addresses, business scopes of the operators participating in the concentration, the scheduled date for implementing the concentration, and other matters prescribed by the anti-monopoly enforcement agency of the State Council.

Article 24: If the documents and materials submitted by an operator are incomplete, the operator shall supplement them within the time limit prescribed by the anti-monopoly enforcement agency of the State Council. If an operator fails to supplement the documents and materials within the prescribed time limit, it shall be deemed that no declaration has been made.

Article 25: Within thirty days from the date on which the anti-monopoly enforcement agency of the State Council receives the documents and materials submitted by the operator in compliance with the provisions of Article 23 of this Law, the agency shall conduct a preliminary review of the notified concentration of operators and make a decision as to whether to initiate a further review, and shall notify the operator of such decision in writing. Before the anti-monopoly enforcement agency of the State Council makes its decision, the operator shall not implement the concentration. If the anti-monopoly enforcement agency of the State Council decides not to conduct a further review or fails to make a decision within the prescribed time limit, the operator may proceed with the concentration.

Article 26: If the antitrust enforcement agency of the State Council decides to conduct a further review, it shall complete the review within ninety days from the date of the decision and make a determination as to whether to prohibit the concentration of undertakings, and shall notify the undertakings of its decision in writing. In making a decision to prohibit the concentration of undertakings, the agency shall state its reasons. During the review period, the undertakings shall not implement the concentration. In any of the following circumstances, the antitrust enforcement agency of the State Council may, after giving written notice to the undertakings, extend the review period specified in the preceding paragraph, but such extension shall not exceed sixty days at most:

(1) The operator agrees to extend the review period;

(2) The documents and materials submitted by the operator are inaccurate and require further verification;

(3) If significant changes occur in the circumstances after the operator has filed a notification, and the anti-monopoly enforcement agency of the State Council fails to make a decision within the prescribed time limit, the operator may proceed with the concentration.

Article 27: In reviewing concentrations of undertakings, the following factors shall be taken into consideration:

(1) The market shares of the operators involved in the concentration and their degree of control over the market;

(2) Market concentration in the relevant market;

(3) The impact of operator concentration on market entry and technological progress;

(4) The impact of the concentration of operators on consumers and other relevant operators;

(5) The impact of operator concentration on the development of the national economy;

(6) Other factors that the State Council’s antitrust enforcement agency deems should be taken into account when assessing their impact on market competition.

Article 28: If an operator concentration has or may have the effect of eliminating or restricting competition, the anti-monopoly enforcement agency of the State Council shall make a decision prohibiting the concentration. However, if the operator can demonstrate that the favorable effects of the concentration on competition clearly outweigh its adverse effects, or if the concentration is in the public interest, the anti-monopoly enforcement agency of the State Council may decide not to prohibit the concentration.

Article 29: For concentrations of business operators that are not prohibited, the anti-monopoly enforcement agency of the State Council may decide to impose restrictive conditions aimed at mitigating any adverse effects such concentrations may have on competition.

Article 30: The antitrust enforcement agency of the State Council shall promptly publish to the public its decisions prohibiting concentrations of undertakings or decisions imposing restrictive conditions on such concentrations.

Article 31: For foreign investment acquisitions of domestic enterprises or other forms of participation in concentrations of operators that involve national security, in addition to undergoing the concentration review as prescribed by this Law, such transactions shall also undergo a national security review in accordance with relevant state regulations.

Chapter 5: Abusing Administrative Power to Exclude or Restrict Competition

Article 32: Administrative organs and organizations authorized by laws and regulations to perform public administration functions shall not abuse their administrative powers to restrict, or indirectly restrict, units or individuals from operating, purchasing, or using goods provided by operators designated by them.

Article 33: Administrative organs and organizations authorized by laws and regulations to perform public administration functions may not abuse their administrative powers to engage in any of the following acts that impede the free flow of goods among regions:

(1) Imposing discriminatory charges, applying discriminatory fee standards, or setting discriminatory prices for goods from other regions;

(2) Imposing technical requirements or inspection standards on goods from other regions that differ from those applied to similar local products, or adopting discriminatory technical measures such as repeated inspections and repeated certifications for goods from other regions, thereby restricting the entry of such goods into the local market;

(3) Implement administrative permits specifically targeted at goods from other regions, thereby restricting the entry of such goods into the local market;

(4) Setting up checkpoints or employing other measures to obstruct the entry of goods from other regions or the exit of local goods;

(5) Other acts that impede the free flow of goods between regions.

Article 34: Administrative organs and organizations authorized by laws and regulations to perform public administration functions may not abuse their administrative powers by setting discriminatory qualification requirements, evaluation criteria, or failing to publish information in accordance with the law, thereby excluding or restricting operators from other regions from participating in local bidding and tendering activities.

Article 35: Administrative organs and organizations authorized by laws and regulations to perform public administration functions may not abuse their administrative powers or adopt measures—such as treating local operators differently from out-of-town operators—to exclude or restrict out-of-town operators from investing in or establishing branches locally.

Article 36: Administrative organs and organizations authorized by laws and regulations to perform public administration functions may not abuse their administrative powers to compel operators to engage in monopolistic practices prohibited under this Law.

Article 37: Administrative organs shall not abuse their administrative powers to formulate regulations containing provisions that exclude or restrict competition.

Chapter Six: Investigation into Suspected Monopolistic Conduct

Article 38: The antitrust enforcement agency shall, in accordance with the law, investigate suspected monopolistic practices. Any organization or individual has the right to report suspected monopolistic practices to the antitrust enforcement agency. The antitrust enforcement agency shall maintain confidentiality for the whistleblower. If the report is submitted in writing and includes relevant facts and evidence, the antitrust enforcement agency shall conduct a necessary investigation.

Article 39: When investigating suspected monopolistic practices, the antitrust enforcement agency may take the following measures:

(1) Enter the business premises or other relevant locations of the operator under investigation for inspection;

(2) Question the operators under investigation, stakeholders, or other relevant entities or individuals, and request them to provide explanations regarding the relevant circumstances.

(3) To examine and copy relevant documents, agreements, accounting books, business correspondence, electronic data, and other materials belonging to the operators under investigation, stakeholders, or other relevant entities or individuals;

(4) Seize and impound relevant evidence;

(5) Inquire into the business operator’s bank account. Any measures taken pursuant to the preceding paragraph shall be reported in writing to the principal official of the antitrust enforcement agency and approved beforehand.

Article 40: When investigating suspected monopolistic practices, the antitrust enforcement agency shall ensure that there are at least two enforcement officers present, and these officers must present their enforcement credentials. During interrogations and investigations, enforcement officers shall prepare written records, which shall be signed by the person being questioned or investigated.

Article 41: The antitrust enforcement agency and its staff are obligated to maintain the confidentiality of any trade secrets they become aware of during the course of enforcement activities.

Article 42: The operators under investigation, stakeholders, or other relevant entities or individuals shall cooperate with the antitrust enforcement authorities in performing their duties in accordance with the law and shall not refuse or obstruct the investigations conducted by these authorities.

Article 43: The operators under investigation and the stakeholders concerned have the right to state their views. The antitrust enforcement agency shall verify the facts, reasons, and evidence submitted by the operators under investigation and the stakeholders concerned.

Article 44: After investigating and verifying suspected monopolistic practices, if the antitrust enforcement agency finds that such practices do indeed constitute a monopoly, it shall make a decision on handling the matter in accordance with the law and may publicly announce its findings.

Article 45: If an operator under investigation commits to taking specific measures within a period approved by the antitrust enforcement agency to eliminate the consequences of the alleged monopolistic behavior under investigation, the antitrust enforcement agency may decide to suspend the investigation. The decision to suspend the investigation shall specify the exact terms of the operator’s commitment. Once the antitrust enforcement agency decides to suspend the investigation, it shall monitor the operator’s compliance with its commitment. If the operator fulfills its commitment, the antitrust enforcement agency may decide to terminate the investigation. The antitrust enforcement agency shall resume the investigation if any of the following circumstances exist:

(1) The operator has failed to fulfill its commitment;

(2) When the facts upon which the decision to suspend the investigation was based have undergone significant changes;

(3) The decision to terminate the investigation was based on incomplete or inaccurate information provided by the operator.

Chapter 7: Legal Liability

Article 46: If an operator violates the provisions of this Law by entering into and implementing a monopoly agreement, the antitrust enforcement agency shall order it to cease the illegal act, confiscate the illegal gains, and impose a fine ranging from 1% to 10% of its sales revenue for the previous year. If the operator has not yet implemented the agreed-upon monopoly agreement, it may be fined up to 500,000 yuan. If an operator voluntarily reports to the antitrust enforcement agency the relevant details of the monopoly agreement it has reached and provides crucial evidence, the antitrust enforcement agency may, at its discretion, reduce or waive the penalty imposed on that operator. If an industry association violates the provisions of this Law by organizing operators within its industry to enter into a monopoly agreement, the antitrust enforcement agency may impose a fine of up to 500,000 yuan; in cases of serious violations, the registration and administration authority for social organizations may revoke the association’s registration in accordance with the law.

Article 47: If an operator violates the provisions of this Law and abuses its dominant market position, the antitrust enforcement agency shall order it to cease the illegal act, confiscate the illegal gains, and impose a fine ranging from 1% to 10% of its sales revenue for the previous year.

Article 48: If an operator violates the provisions of this Law by carrying out a concentration, the anti-monopoly enforcement agency under the State Council shall order the operator to cease implementing the concentration, set a deadline for disposing of shares or assets, set a deadline for transferring the business, and take other necessary measures to restore the situation to that before the concentration. The operator may also be fined up to 500,000 yuan.

Article 49: When determining the specific amount of fines prescribed in Articles 46, 47, and 48 of this Law, the antitrust enforcement agency shall take into account factors such as the nature, severity, and duration of the illegal act.

Article 50: If an operator engages in monopolistic practices and causes losses to others, it shall bear civil liability in accordance with the law.

Article 51: If an administrative agency or an organization authorized by laws and regulations to perform public administration functions abuses its administrative power and engages in conduct that excludes or restricts competition, the superior authority shall order it to make corrections; and the directly responsible principal personnel and other persons directly liable shall be disciplined in accordance with the law. The antitrust enforcement agency may submit recommendations to the relevant superior authorities for handling the matter in accordance with the law. Where laws and administrative regulations provide otherwise regarding the handling of cases in which administrative agencies and organizations authorized by laws and regulations to perform public administration functions abuse their administrative power to engage in conduct that excludes or restricts competition, such provisions shall prevail.

Article 52: Any entity that, in response to reviews and investigations conducted by the antitrust enforcement authorities in accordance with the law, refuses to provide relevant materials or information, provides false materials or information, conceals, destroys, or transfers evidence, or engages in other acts of refusal or obstruction of the investigation shall be ordered by the antitrust enforcement authorities to make corrections. Individuals may be fined up to RMB 20,000, while entities may be fined up to RMB 200,000. In cases of serious circumstances, individuals may be fined between RMB 20,000 and RMB 100,000, and entities may be fined between RMB 200,000 and RMB 1 million. If such conduct constitutes a crime, criminal liability shall be pursued in accordance with the law.

Article 53: If one is dissatisfied with a decision made by the antitrust enforcement authority pursuant to Article 28 or Article 29 of this Law, one may first file an administrative reconsideration application in accordance with the law. If one is still dissatisfied with the decision on administrative reconsideration, one may bring an administrative lawsuit in accordance with the law. If one is dissatisfied with any decision made by the antitrust enforcement authority other than those specified in the preceding paragraph, one may file an administrative reconsideration application or bring an administrative lawsuit in accordance with the law.

Article 54: If staff members of the antitrust enforcement agency abuse their authority, neglect their duties, engage in corruption for personal gain, or disclose commercial secrets learned during the course of enforcement, and such conduct constitutes a crime, criminal liability shall be pursued in accordance with the law; if the conduct does not yet constitute a crime, disciplinary action shall be taken in accordance with the law.

Chapter VIII Supplementary Provisions

Article 55: The exercise of intellectual property rights by operators in accordance with the provisions of applicable laws and administrative regulations on intellectual property shall not be subject to this Law; however, if an operator abuses its intellectual property rights to exclude or restrict competition, such conduct shall be subject to this Law.

Article 56: The joint or coordinated activities undertaken by agricultural producers and rural economic organizations in their business operations—including the production, processing, marketing, transportation, and storage of agricultural products—are not subject to this Law.

Article 57: This Law shall come into force on August 1, 2008.