Personal liability under competition law has become increasingly important. Recent cases in Hong Kong and Mainland China indicate a shift towards stricter accountability for individuals engaging in anti-competitive behavior, strengthened regulations and heightened deterrence.
In early 2025, Hong Kong Competition Commission (“Commission”) demonstrated its intensified focus on personal liability through two landmark cases. On 20 January 2025, the Competition Tribunal (“Tribunal”) ruled on a cleansing services cartel case (“CTEA 2/2021”), imposing significant penalties on cleansing service companies and their directors as well as 24-month disqualification orders for three directors.[1] This was followed on 28 February 2025 by Hong Kong’s first criminal conviction for obstructing a competition investigation, where an individual was sentenced to two months’ imprisonment for non-compliance with the Commission’s investigative powers.[2]
In Mainland China, the Anti-Monopoly Guidelines for the Pharmaceutical Field (“Guide”)[3] published on 23 January 2025 established that an individual’s level of cooperation during investigations is a key factor when determining liability for anti-competitive conduct in the pharmaceutical sector. This was followed by two landmark cases. On 19 March 2025, the Shanghai Municipal Administration for Market Regulation (“SHAMR”) penalized three pharmaceutical companies and one general manager for reaching horizontal monopoly agreements between the companies to fix or modify the prices of commodities and divide the sales or raw material procurement market, marking the first instance in the Mainland China where individuals directly responsible for reaching these agreements were held personally liable (“Shanghai Case”).[4] Shortly after, on 9 May 2025, the Tianjin Municipal Commission for Market Regulation (“TMCMR”) penalized three pharmaceutical companies and an individual who facilitated those companies in reaching monopoly agreements (“Tianjin Case”),[5] indicating the first application of Article 19[6] of Anti-monopoly Law of the PRC (2022 Amendment) (“AML”), which expands liability to business operators who organize or assist other business operators to reach a monopoly agreement.
This article examines the evolving landscape of personal liability under competition law in Hong Kong and Mainland China. By analyzing the implications of landmark 2025 cases and the legislative reforms in both jurisdictions, it shows a growing convergence toward more stringent and precise standards for individual accountability.
(1) CTEA 2/2021: Directors’ Liability in a Cleansing Services Cartel
On 20 January 2025, the Tribunal ruled against two cleanings companies and their directors. In determining the appropriate pecuniary penalty for individuals, the Tribunal agreed with the Commission that the 4-step approach in Competition Commission v W Hing Construction Company Ltd and Or is not applicable to individuals. Instead, it adopted a global assessment approach, where the Commission proposed a lump sum figure primarily based on the mandatory considerations outlined in section 93(2) of the Competition Ordinance (Cap. 619) (“Ordinance”), namely (1) the nature and extent of the conduct that constitutes the contravention; (2) the loss or damage, if any, caused by the conduct; (3) the circumstance in which the conduct took place; and (4) whether the person has previously been found by the Tribunal to have contravened this Ordinance. As the directors agreed to guarantee payment of their companies’ pecuniary penalties and accepted disqualification orders, the Tribunal imposed a nominal penalty of HK$10,000 on each director.[7] Further, the Tribunal imposed 24-month disqualification orders on each director given their admission of exchanging of commercially sensitive information in tenders submitted to the Hong Kong Housing Authority, thus breaching the First Conduct Rule under section 6 of the Ordinance.[8]
(2) First Criminal Conviction
On 28 February 2025, an individual was convicted and sentenced to 2 months’ imprisonment, setting a precedent for criminal sanctions against individuals obstructing investigations.[9] It highlighted the Commission’s willingness to pursue criminal sanctions against individuals obstructing its investigations.
In December 2017, during the Commission’s investigations into a suspected price-fixing cartel among cleansing service companies, an employee of one of the cleansing service companies attempted to delete five documents and some computer links that were potentially relevant to the Commission’s investigation. The Commission subsequently referred the case to the Hong Kong Police Force for criminal investigation.[10] The Court found her guilty of disposing of and concealing documents, in contravention of Section 53(1)(a) of the Ordinance,[11] which stipulates that any person, having been required to produce a document under the Commission’s investigation powers, destroys, disposes of, falsifies or conceals that document, shall be liable on conviction to a fine of up to HK$1,000,000 and imprisonment for up to two years.
(1) Obstruction of Investigations in the Pharmaceutical Sector
Articles 50 and 62 of the AML set out the obligations and penalties for business operators, interested parties and other relevant entities and individuals under investigations to cooperate with the anti-monopoly authority in performing its functions. Refusing to provide related materials and information, provide fraudulent materials or information, conceal, destroy or remove evidence, or refuse or obstruct investigation in other ways, the anti-monopoly authority shall order them to make rectification, impose to the entity/ an individual a fine.
When determining liability for anti-competitive conduct, particularly in the pharmaceutical sector, anti-monopoly enforcement authorities may consider an individual’s level of cooperation during investigations. Article 46 of the Guide explicitly requires pharmaceutical entities, interested parties, and other investigated individuals or organizations to cooperate with enforcement authorities during investigations. [12] Undertakings that actively cooperate and voluntarily submit evidence may receive lighter or mitigated penalties under the law. In contrast, undertakings that obstruct investigations may face harsher punishment.
On 19 March 2025, the SHAMR imposed penalties on three pharmaceutical companies, namely Shanghai Sine United Pharmaceuticals Co., Ltd. (“Shanghai Sine”), Henan Runhong Pharmaceutical Co., Ltd. (“Henan Runhong”) and Chengdu Hui Xin Pharmaceutical Co. Ltd (“Chengdu Hui Xin”) as well as Mr Guo, one general manager of Shanghai Sine for reaching horizontal monopoly agreements between the companies involved price-fixing and market division in the sale of Neostigmine Methylsulfate Injection.
According to the SHAMR’s investigations, from January 2020 to December 2023, Mr Guo communicated and negotiated with representatives of Henan Runhong and Chengdu Hui Xin to reach the monopoly agreement. He also liaised with the Investment and Agency Business Division to implement the monopoly agreement. As such, he was a directly responsible individual liable for the formation of the monopoly agreement.[13]
The above pharmaceutical monopoly agreement led to significant price increases for Neostigmine Methylsulfate Injection. Given the leading roles of Shanghai Sine and Mr Guo in reaching the monopoly agreement as well as his active cooperation with investigators, SHAMR imposed a fine of RMB 500,000 on Mr. Guo. This case signals a stricter enforcement stance against key decision-makers. That said, other involved individuals were not penalized.
On 9 May 2025, the TMCMR imposed penalties on three pharmaceutical companies, namely, Tianjin Tianyao Pharmaceuticals Co., Ltd. (“Tianjin Tianyao”), Zhejiang Xianju Pharmaceutical Co., Ltd. (“Zhejiang Xianju”), Xi’an Guokang Pharmaceutical Co.,Ltd. (“Xi’an Guokang”), along with three executives (one general manager of Tianjin Tianyao, one Chairman of Zhejiang Xianju, one general manager of Xi’an Guokang) and Mr. Guo, an individual who facilitated the companies in reaching monopoly agreements.[14]
The TMCMR found that Mr. Guo organized four competing dexamethasone sodium phosphate API manufacturers to collectively raise prices and implement a monopoly agreement. In particular, he drove price increase to strengthen cooperation among the companies, attempted to sign exclusive distribution agreements with each company to monopolize the national API market, control the prices of downstream formulations to obtain monopoly profits. As such, he was held liable for violating Article 19 of the AML and fined RMB 5,000,000 because of the serious nature of the violations, his active role in facilitating the monopoly agreement, and the prolonged duration and harmful consequences.
The TMCMR clearly stated that the general manager of Tianjin Tianyao, the Chairman of Zhejiang Xianju, the general manager of Xi’an Guokang were personally liable for reaching a monopoly agreement. In particular, it highlighted the duty of the Chairman of Zhejiang Xianju and the general manager of Xi’an Guokang to conduct business operations in compliance with the AML, and proactively strengthen compliance awareness on AML. As such, they were each fined RMB 600,000 because of their involvements in the monopoly agreement.
The above case shows two key factors in determining personal liability and penalty severity: (1) degree of involvement: whether the individual was an initiator in the formation and implementation of the monopoly agreement; (2) intention: whether the conduct aimed to improve corporate performance or seek personal gain. Unlike Hong Kong, Mainland China don’t consider guarantees of corporate penalties or impose disqualification orders.
In conclusion, the above landmark 2025 cases and the Guide show the stricter stance by authorities in both Mainland China and Hong Kong toward individual accountability. Both jurisdictions have targeted not only direct participants but also organizers and facilitators. However, while penalties are escalating, their severity remains subject to the authorities’ discretion. There are still some ambiguities in calculating individual fines.
In light of the evolving landscape, companies should proactively review and strengthen their compliance frameworks. In particular, directors should take the initiative to ensure companies adhere to competition laws.
[3]
https://www.samr.gov.cn/zw/zfxxgk/fdzdgknr/fldzfys/art/2025/art_4f615267290d443f9b4e571774ed3d2a.html
[4]
https://scjgj.sh.gov.cn/1581/20250321/2c984a729559a9360195b7ee00e63119.html
[5] https://scjg.tj.gov.cn/tjsscjdglwyh_52651/xwdt/xzcfxxgs/sjxzcfxx/202505/t20250509_6927854.html;
https://scjg.tj.gov.cn/tjsscjdglwyh_52651/xwdt/xzcfxxgs/sjxzcfxx/202505/t20250509_6927863.html;
https://scjg.tj.gov.cn/tjsscjdglwyh_52651/xwdt/xzcfxxgs/sjxzcfxx/202505/t20250509_6927870.html;
https://scjg.tj.gov.cn/tjsscjdglwyh_52651/xwdt/xzcfxxgs/sjxzcfxx/202505/t20250509_6927878.html
[6] 中華人民共和國反壟斷法(2022修正)
第十九條: 經營者不得組織其他經營者達成壟斷協議或者為其他經營者達成壟斷協議提供實質性幫助。
[7] Paragraphs 20-21, CTEA
2/2021
[8] Paragraphs 23-24, CTEA
2/2021
[12] https://www.samr.gov.cn/zw/zfxxgk/fdzdgknr/fldzfys/art/2025/art_4f615267290d443f9b4e571774ed3d2a.html
[13]
https://scjgj.sh.gov.cn/cmsres/d3/d32b4e9e7ea545ad9721c16737daa581/764690a2bf44818da8d69a0453c877b1.pdf
[14] https://scjg.tj.gov.cn/tjsscjdglwyh_52651/xwdt/xzcfxxgs/sjxzcfxx/202505/t20250509_6927854.html; https://scjg.tj.gov.cn/tjsscjdglwyh_52651/xwdt/xzcfxxgs/sjxzcfxx/202505/t20250509_6927863.html; https://scjg.tj.gov.cn/tjsscjdglwyh_52651/xwdt/xzcfxxgs/sjxzcfxx/202505/t20250509_6927870.html; https://scjg.tj.gov.cn/tjsscjdglwyh_52651/xwdt/xzcfxxgs/sjxzcfxx/202505/t20250509_6927878.html
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