[co-author: Ken Dai]
Breaking a ten-month silence, the State Administration for Market Regulation (SAMR) of China announced on 15 September 2025, that it had decided to proceed with a further investigation into NVIDIA. This decision marks the continuation of an initial probe launched significantly earlier: on 9 December 2024, SAMR announced the initiation of an investigation into NVIDIA. The core allegation is that NVIDIA violated both the Anti-Monopoly Law of China, and the restrictive conditions imposed on its 2020 acquisition of Mellanox Technologies.
After ten months of dormancy that fueled market speculation, the recent announcement confirms SAMR is following the specific procedure for investigating breaches of merger remedy conditions. The crucial shift to a “further investigation” signals that SAMR has completed its initial review and secured preliminary evidence suggesting NVIDIA’s violation.
From the perspective of Chinese antitrust lawyers, we shall explore the possible reasons behind the ten-month interval, and provide insights into the operational dynamics of China’s antitrust review process.
- Structure and Functions of China’s Antitrust Enforcement Authorities
According to SAMR’s announcement, the investigation into NVIDIA is based on allegations that the company violated the 2020 conditional approval of its acquisition of Mellanox Technologies.1 This case falls under the category of merger control and is an administrative investigation led by SAMR’s Antitrust Enforcement Division II.
Following the 2018 institutional reforms, the responsibility for antitrust enforcement in China was assigned to SAMR. SAMR’s antitrust operations are now divided into three main departments: the Competition Policy Coordination Division, the Antitrust Enforcement Division I, and the Antitrust Enforcement Division II.
The Competition Policy Coordination Division oversees the development and coordination of competition policies, while Antitrust Enforcement Division I focuses on cases involving cartel behavior, abuse of market dominance, and anti-competitive practices related to intellectual property. Antitrust Enforcement Division II, which handles merger control, is responsible for reviewing mergers and acquisitions, including those that may not meet the formal notification thresholds but could still have anti-competitive effects.
As such, the investigation into NVIDIA's alleged breach of conditional approval falls under the remit of Antitrust Enforcement Division II.
- Antitrust Investigation Procedure for Violations of Additional Restrictive Conditions in China
Under Article 56 of the Merger Control Review Regulations implemented in 2023, the scope of investigation into unlawful mergers includes the following scenarios: (1) Mergers that meet the filing thresholds but have not been properly notified; (2) Mergers that have been implemented prior to clearance (gun-jumping violations); (3) Violations of merger control decisions. Additionally, mergers that do not meet the filing thresholds but may still have anti-competitive effects are subject to investigation if SAMR has requested notification and the parties have failed to comply.
Based on these provisions, any breach of merger control decisions, including violations of additional restrictive conditions or prohibited mergers, must be investigated in accordance with the procedural rules outlined in Chapter 5 of the Merger Control Review Regulations. The investigation procedure generally includes the following steps:
- Case Initiation and Filing
Investigations can be triggered by SAMR either proactively or through information obtained via complaints or other channels. If there is preliminary evidence suggesting a potential violation of merger control provisions, SAMR will formally open an investigation and notify the investigated parties in writing.
Once notified, the investigated companies are required to submit relevant documents and materials within 30 days. These should clarify whether there is any violation, including violation of any prior restrictive conditions.
- Preliminary Investigation
SAMR is required to complete a preliminary investigation within 30 days of receiving the documents. If no violation is identified during this stage, SAMR will issue a decision not to proceed with further investigation and notify the investigated parties in writing.
- In-Depth Investigation
If the preliminary review indicates potential violations, SAMR will proceed with a more thorough investigation and notify the investigated parties in writing. The parties must submit additional required materials within 30 days. SAMR will complete the further investigation within 120 days of receiving the necessary documents, thoroughly evaluating whether the transaction has anti-competitive effects.
- Decision on Penalties
Upon completion of the investigation, if SAMR determines a violation has occurred, it will issue an administrative penalty decision and notify the investigated parties in writing.
- Explanation of the 10-Month Delay
The time gap of more than 10 months between the initial investigation announcement and the subsequent decision to proceed with further investigation may be explained by Article 60 of the Merger Control Review Regulations. According to this provision, the 30-day period for completing a preliminary investigation begins from the day SAMR receives the necessary documents and materials submitted by the investigated parties, rather than from the date the investigation is formally announced.
Given the potential uncertainty in the timing of material submissions by the companies involved, there may be a significant delay between the announcement of the investigation and the decision to move to further inquiry. It might be expected that the final decision would be delayed either if the additional materials is not well-submitted by the party. Nevertheless, the release of the further investigation notice indicates that SAMR has found enough evidence to raise concerns that NVIDIA may have breached the conditions attached to the original merger approval.
1 In the approval decision for NVIDIA’s acquisition of Mellanox, SAMR required NVIDIA and Mellanox to comply with several additional restrictive conditions, based on concerns that the transaction could have anti-competitive effects on the global and Chinese markets for GPU accelerators, dedicated networking equipment, and high-speed Ethernet adapters. These conditions included: (1) NVIDIA and Mellanox were prohibited from bundling products or imposing any unreasonable trading conditions when selling GPU accelerators or networking equipment in the Chinese market; (2) they must continue supplying GPU accelerators and networking equipment in China based on fair, reasonable, and non-discriminatory terms; (3) ensuring continued interoperability between NVIDIA GPU accelerators and third-party networking equipment, and Mellanox networking equipment and third-party accelerators; (4) maintaining the commitment to open-source point-to-point communication software and aggregation communication software for Mellanox networking equipment; (5) protecting information from third-party manufacturers of accelerators and networking equipment; (6) confidentiality; (7) confidentiality.
