A Chance to Solve the “VIE Dilemma”！
On July 16, 2020, China’s State Administration for Market Regulation (“SAMR“) cleared the merger filing in relation to the Establishment of a Joint Venture between Shanghai Mingcha Zhegang Management Consulting Co., Ltd. and Huansheng Information Technology (Shanghai) Co., Ltd. (“SMZ Case“). In fact, this SMZ Case has attracted widespread attention since SMAR’s formal acceptance of the filing on April 20. This is the first time that Chinese merger control authority(ies) have publicly accepted and unconditionally approved a case involving a VIE structure. Previously, according to the public record, the Chinese authority has never accepted and approved filing transactions involving VIE factors (even though they have met the merger filing thresholds). This article reviews the origins and dilemmas of merger filings involving the VIE structure in China, discusses possible changes of SAMR’s attitudes towards the VIE issue, and sets out some issues yet to be clarified. Companies are recommended to re-assess carefully their future merger filing strategies in China when facing VIE structure issues, and the impact of such changes on their transactions.