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小MMM
2021-07-24
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Administrative punishment! Tencent was ordered to lift the exclusive copyright of online music
小MMM
2021-06-11
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Tencent was ordered to lift the exclusive copyright of online music","url":"https://stock-news.laohu8.com/highlight/detail?id=1170350340","media":"老虎资讯综合","summary":"腾讯回应被责令解除网络音乐独家版权：公司将认真遵守决定，严格落实监管要求，依法合规经营，切实履行社会责任，维护市场的良性竞争。市场监管总局依法作出行政处罚决定，责令腾讯及关联公司采取三十日内解除独家音乐版权、停止高额预付金等版权费用支付方式、无正当理由不得要求上游版权方给予其优于竞争对手的条件等恢复市场竞争状态的措施。","content":"<p>Tencent responded to being ordered to cancel the exclusive copyright of online music: The company will conscientiously abide by the decision, strictly implement regulatory requirements, operate in accordance with laws and regulations, earnestly fulfil social responsibilities, and maintain healthy competition in the market. Tencent will consolidate its responsibilities, formulate rectification measures with Tencent Music and other affiliated companies within the prescribed time limit, and complete them in an all-round way in accordance with the requirements of the penalty decision to ensure that the rectification is in place.</p><p>The State Administration for Market Regulation made an administrative penalty decision according to law, ordering Tencent and its affiliated companies to take measures to restore market competition, such as cancelling exclusive music copyrights within 30 days, stopping the payment of copyright fees such as high advance payments, and not requiring upstream copyright owners to give them conditions superior to competitors without justifiable reasons. In January 2021, based on the report, the State Administration for Market Regulation filed an investigation into Tencent Holdings Co., Ltd. (hereinafter referred to as Tencent)' s acquisition of equity interests in China Music Group in July 2016 for suspected illegal conduct of concentration of operators.</p><p>In accordance with the Anti-Monopoly Law, the State Administration for Market Regulation has ascertained the facts of illegal concentration in this transaction, and fully evaluated factors such as the share, control power, concentration degree of operators participating in the concentration in the relevant market, as well as the impact of concentration on market entry and consumers. At the same time, we extensively solicited the opinions of relevant government departments, industry associations, experts and scholars, and competitors in the same industry, and listened to Tencent's statements for many times.</p><p>The investigation shows that the relevant market in this case is the online music playing platform market in China. Genuine music copyright is the core asset and key resource of the operation of online music playing platform. In 2016, Tencent and China Music Group's relevant market shares were about 30% and 40% respectively. Tencent gained a higher market share by merging with major competitors in the market. After concentration, the exclusive music library resources occupied by the entity exceeded 80%, which may be able to urge the upstream copyright owners to reach more exclusive copyright agreements with them, or ask them to give them better trading conditions than their competitors. It may also be able to raise market entry barriers by paying high prepayments and other copyright payment modes, which has or may have the effect of excluding and restricting competition in relevant markets.</p><p>According to Article 48 of the Anti-Monopoly Law and Article 57 of the Interim Provisions on Centralized Examination of Operators, and in accordance with the principle of equal emphasis on development and standardization, the State Administration for Market Regulation made an administrative penalty decision according to law, ordering Tencent and its affiliated companies to take measures to restore market competition, such as cancelling exclusive music copyrights within 30 days, stopping the payment of copyright fees such as high advance payments, and not requiring upstream copyright holders to give them conditions superior to competitors without legitimate reasons. Tencent reports the performance of its obligations to the State Administration for Market Regulation every year within three years, and the State Administration for Market Regulation will strictly supervise its implementation according to law.</p><p>This case is the first case of taking necessary measures to restore the state of market competition since the implementation of China's Anti-Monopoly Law. Ordering Tencent to lift exclusive copyright and other measures will reshape the competition order of relevant markets, reduce market entry barriers, and give competitors a fair opportunity to reach upstream copyright resources, which is conducive to returning the focus of competition from using capital advantages to snatch copyright resources to the rational track of innovating service level and improving user experience; It is conducive to promoting the calculation of copyright fees in a reasonable way in line with international standards and reducing downstream operating costs; It is conducive to cultivating new market entrants, creating a fairer competitive environment for existing enterprises, safeguarding consumers' right to choose, ultimately benefiting consumers, and promoting the standardized innovation and healthy development of online music industry.</p><p>The following is the full text of the penalty letter:</p><p>State Administration for Market Regulation</p><p>Decision on Administrative Penalty</p><p>National Municipal Supervision Office [2021] No. 67</p><p>Parties: Tencent Holdings Limited</p><p>Residence: Creech Plaza, Huggins Avenue, Cayman Islands</p><p>In accordance with the Anti-Monopoly Law of the People's Republic of China (hereinafter referred to as the Anti-Monopoly Law) and the Interim Provisions on the Examination of Concentration of Operators, this authority launched an investigation on the suspected illegal implementation of concentration of operators in the acquisition of equity interests of China Music Group by Tencent Holdings Limited (hereinafter referred to as Tencent) on 25 January 2021.</p><p>After investigation, this case constitutes an illegal concentration of operators, which has or may have the effect of excluding or restricting competition. In accordance with the Administrative Punishment Law of the People's Republic of China (hereinafter referred to as the Administrative Punishment Law), this organ served Tencent with the Notice of Administrative Punishment, informing it of the contents, facts, reasons and basis of the proposed administrative punishment, and informing it of its rights to make statements, defend and request a hearing according to law. Tencent did not make a statement, plead or request a hearing within the prescribed time limit. The investigation and trial of this case have now ended.</p><p><ul><li>Basic situation</li></ul><b>(1) The counterparty.</b></p><p><b>Acquirer: Tencent.</b>Incorporated in the British Virgin Islands in November 1999, relocated to the British Cayman Islands in February 2004, and listed on the Hong Kong Stock Exchange in June 2004, it controls Shenzhen Tencent Computer Systems Co., Ltd., a major domestic operating entity, through an agreement. The main business includes social and communication services, social networking platforms, online music platforms, games, online video services, interactive entertainment live broadcasts, etc. In 2015, the global turnover was RMB102.863 billion (the same currency below), and the domestic turnover in China was RMB96.251 billion.</p><p><b>Acquiree: China Music Group.</b>Incorporated in the Cayman Islands in 2012, it controls Ocean Interactive (Beijing) Information Technology Co., Ltd., a major domestic operating entity, through an agreement. The main business includes online music platform, record company publishing business, copyright agency business, etc. Natural persons (omitted) have joint control as parties acting in concert. In 2015, both global and domestic turnover in China were (omitted).</p><p><b>(2) Overview of transactions.</b></p><p>On July 12, 2016, Tencent invested in China Music Group with valuation (omitted) business (mainly QQ Music business), obtained 61.64% equity interest in China Music Group, and obtained sole control over China Music Group. In December 2016, the integrated China Music Group changed its name to Tencent Music Entertainment Group. On 6 December 2017, the transaction completed the registration formalities of equity change.</p><p>Illegal facts and reasons</p><p><b>(1) This case constitutes an illegal concentration of operators.</b></p><p>Article 20 of the Anti-Monopoly Law stipulates that \"the concentration of operators refers to the following situations: (1) the merger of operators; (2) the operator obtains control over other operators by acquiring equity or assets; (3) the operator obtains control over other operators or is able to exercise decisive influence over other operators through contracts or other means\". Prior to this concentration, China Music Group was jointly controlled by natural persons (omitted). After this concentration, Tencent obtained 61.64% equity of China Music Group and obtained sole control over China Music Group, which belongs to the concentration of operators as stipulated in Article 20 of the Anti-Monopoly Law.</p><p>Tencent's global turnover in 2015 was 102.863 billion yuan, and that in China was 96.251 billion yuan. The global and domestic turnover of China Music Group in 2015 was (omitted), which met the declaration standards stipulated in Article 3 of the Regulations of the State Council on Declaration Standards for Concentration of Operators, and belonged to the circumstances that should be declared.</p><p>Article 21 of the Anti-Monopoly Law stipulates that \"if the concentration of business operators meets the declaration standards stipulated by the State Council, the business operators shall report to the anti-monopoly law enforcement agency of the State Council in advance, and those who fail to declare shall not implement the concentration\". On December 6, 2017, Tencent completed the registration of equity change, but did not report to this authority before that, which violated Article 21 of the Anti-Monopoly Law and constituted an illegal concentration of operators.</p><p>The above facts are proved by evidence such as a copy of Tencent's business license, organizational structure chart, equity relationship chart, Declaration Form for Antitrust Review of Concentration of Operators, Tencent's annual report, Written Explanation of Tencent's Related Issues, and Share Subscription Agreement.</p><p><b>(2) This case has or may have the effect of excluding or restricting competition.</b></p><p>According to the Anti-Monopoly Law and the Guidelines of the Anti-Monopoly Commission of the State Council on the Definition of Relevant Markets, and considering the characteristics of platform economy, on the basis of economic analysis and questionnaire survey, the relevant market in this case is defined as the online music playing platform market in China with horizontal overlap between the two parties.<b>Online Music Playback Platform Market</b>It refers to a platform that provides consumers with complete copyrighted music recordings through online broadcasting or downloading through the programs or websites of computers, mobile phones or other intelligent terminals. Although online karaoke, live webcast, short video platforms, etc. also provide services related to online music, their core functions, application scenarios, business models, market entry, etc. do not have a close substitution relationship with the online music playback platform market, and do not belong to the same related commodity market. As the authorization of music copyrights is restricted by the copyright laws of various countries and there are obvious geographical differences, the scope of transmission of music copyrights authorized by online music playback platforms in the PRC is generally within the PRC and is mainly targeted to users within the PRC, therefore the relevant geographical market is defined as within the PRC.</p><p>After in-depth research, this concentration has or may have the effect of excluding or restricting competition in the online music playing platform market in China:</p><p><ol><li><b>After concentration, the entity has a higher market share in the relevant market.</b></li></ol>When the concentration occurred in July 2016, the number of monthly active users of Tencent and China Music Group was 160 million and 230 million respectively, with market shares of 33.96% and 49.07% respectively; The monthly usage time of users is 805 million hours and 698 million hours respectively, and the market share is 45.77% and 39.65% respectively. Both parties rank among the top two in the market, with a total market share of more than 80%. In 2016, the total sales amount of both parties in the relevant markets (omitted) accounted for approximately 70% of the total revenue of the relevant markets. According to the share of core music copyright resources, the number of music libraries of Tencent and China Music Group is 12.1 million and 8.21 million respectively, of which the exclusive music libraries are 3.14 million and 1.3 million, and the market share of music libraries and exclusive resources both exceeds 80%.</p><p>From the analysis of the Hefendal-Hirschmann Index (HHI Index) of this market, it is 6950 after trading, which is a highly concentrated market, and the increment generated by concentration is 3350. The transactions have resulted in a further increase in the concentration of the relevant markets and further weakened competition.</p><p><ol><li><b>Focus on reducing major competitors in the relevant market.</b></li></ol>According to the survey, before the transaction, the two parties ranked in the top two in the market, with equal competitive strength and close competition with each other. According to consumers' choice of flow between alternative platforms, 73.6% of users of Tencent's QQ Music flow to Kugou Music and Kuwo Music, which are subsidiaries of China Music Group, indicating that if QQ Music raises the price or lowers the service level, 73.6% of users may flow to the platforms of China Music Group, and the two sides are close competitors with each other. Focus on reducing major competitors in the relevant markets to further weaken market competition.</p><p><ol><li><b>Concentration may further raise barriers to entry to relevant markets.</b></li></ol><b>First, it is possible to raise the barrier of copyright resources.</b>When the entity locks in more exclusive copyright resources after centralization, new entrants have to rely on their sub-licensing, which makes it more difficult to enter the relevant market. The market size brought by concentration also enables it to pay copyright fees to upstream copyright holders by paying non-refundable high advance payments in advance, which may further raise the barriers to market entry.</p><p><b>Second, it may increase the user conversion cost.</b>Focus on bringing abundant music library resources, larger user scale and sufficient usage data to Tencent. Compared with newly entered platforms, it can recommend songs that meet consumers' preferences better, resulting in a lower willingness of users to switch platforms, thus further expanding the user scale and may prevent other competitors from reaching or maintaining the critical scale.</p><p><b>Third, the market entry activity after concentration is not high.</b>According to the data, the main entry of the online music playback platform market occurred from the beginning of 2016 to July 2017. After the centralized completion at the end of 2017, the market entry activity decreased significantly.</p><p>To sum up, Tencent has a high market share in the online music playback platform market in China through this item, which may enable it to urge upstream copyright owners to give exclusive copyright authorization to it, or provide it with conditions that are better than competitors. It may also enable Tencent to raise market entry barriers by paying high advance payments, which has or may have the effect of excluding and restricting competition in relevant markets.</p><p>At the same time, the survey found that China's online music playing platform market is developing rapidly, and the market share of Tencent's main competitors (omitted) is also showing a rapid growth rate, from less than 6% when the concentration occurred to nearly 18%, an increase of about 200%, indicating that competitors have a tendency to strengthen their competition constraints. In addition, in recent years, there has been a certain trend of dynamic competition and cross-border integration between online music playback platforms and other platforms. Some short video platforms with a wide user base may become competitors in related markets in the future if they obtain enough music copyright resources.</p><p>The above facts are proved by evidence such as statistical data of third-party organizations and industry analysis reports, Questionnaire Survey Report, Economic Analysis Report, Authorization Agreement and Sublicensing Agreement provided by Tencent and related parties, and replies from industry authorities and other relevant parties.</p><p>Basis and Decision of Administrative Penalty</p><p>Article 48 of the Anti-Monopoly Law stipulates that \"if an operator carries out concentration in violation of the provisions of this Law, the anti-monopoly law enforcement agency of the State Council shall order it to stop the concentration, dispose of shares or assets within a time limit, transfer business within a time limit, and take other necessary measures to restore it to the state before concentration, and may impose a fine of not more than 500,000 yuan\". Article 49 of the Anti-Monopoly Law stipulates that \"for the fines stipulated in Articles 46, 47 and 48 of this Law, the anti-monopoly law enforcement agency shall take into account factors such as the nature, extent and duration of the illegal act when determining the specific amount of the fine\".</p><p>According to the above provisions, based on the above investigation and evaluation conclusions, this organ has made the following handling decisions on Tencent:</p><p><b>(1) Order Tencent and its affiliates to take the following measures to restore competition in relevant markets:</b></p><p>1. No exclusive copyright agreement (the scope of copyright includes the information network dissemination right of all music works and sound recordings) or other exclusive agreement shall be reached or reached in disguise with the upstream copyright party. If it has been reached, it shall be terminated within 30 days from the date of issuance of this decision, except for exclusive cooperation with independent musicians (natural persons who refer to the original rights holder of music works or sound recordings and license the copyright with music platforms in their own name and have never entered into an agreement with any record company or brokerage company) or new song debut. Exclusive collaborations with independent musicians may not exceed three years, and exclusive collaborations with new song debuts may not exceed thirty days.</p><p>2. Without valid reasons, the upstream copyright holder shall not be required or disguised to give the party conditions that are superior to other competitors, including but not limited to the scope of license, license amount, license term, etc., or any agreement or agreement terms related thereto. If it has been reached, it shall be lifted within thirty days from the date of issuance of this decision.</p><p>3. Quote to the upstream copyright owner according to factors such as the actual use of copyright, user payment, song unit price, application scenario, contract signing period, etc. It is not allowed to increase the cost of competitors in disguised form through high advance payment and other means to eliminate or restrict competition.</p><p><b>(2) A fine of 500,000 yuan will be imposed.</b></p><p><b>(3) Declare the concentration of operators according to law.</b></p><p>1. If the concentration of operators meets the declaration standards stipulated by the State Council, it shall report to the State Administration for Market Regulation in advance, and if it fails to declare, concentration shall not be implemented.</p><p>2. If the concentration of operators fails to meet the declaration standard, but the concentration of operators has or may have the effect of excluding or restricting competition, it shall report to the State Administration for Market Regulation in advance, and the concentration shall not be implemented if it is not declared.</p><p>3. If the transaction does not constitute a concentration of operators, except for the protection of the rights and interests of minority shareholders stipulated by law, it is not allowed to participate in the business decision-making of relevant enterprises, and report the basic situation of the transaction to the State Administration for Market Regulation in the annual report.</p><p><b>Operate in accordance with laws and regulations, and establish and improve a long-term mechanism for fair participation in market competition.</b></p><p>1. Comprehensively standardize one's own competition behavior, carry out comprehensive and in-depth self-examination in accordance with the Anti-Monopoly Law, and examine and standardize one's own business behavior.</p><p>2. Strictly implement the main responsibilities of platform enterprises, constantly improve the internal governance rules of the platform, and cooperate with other operators in accordance with the principles of fairness, reasonableness and non-discrimination.</p><p>3. Improve the internal compliance control system of the enterprise, establish and effectively implement the anti-monopoly compliance system, and consciously safeguard fair competition.</p><p>4. Protect the legitimate rights and interests of consumers. Fully protect the rights of consumers, set reasonable charges and prices, and protect consumers' privacy.</p><p>5. Actively safeguard fair competition and promote innovation and development of the industry.</p><p>The term of the above measures shall be counted from the date of issuance of the Administrative Penalty Decision. Tencent and its affiliated companies shall formulate a rectification plan according to the above measures within ten days, and report it to the State Administration for Market Regulation for review. The State Administration for Market Regulation has the right to supervise the trustee or self-supervise and inspect the performance of the above obligations by Tencent and its affiliates within three years. Tencent reports the performance of obligations to the State Administration for Market Regulation every year within three years, and will not report after the expiration of three years.</p><p>Article 67 of the Administrative Penalty Law stipulates that \"the administrative organ that makes the decision on fines shall be separated from the institution that collects the fines. Except for fines collected on the spot in accordance with the provisions of Articles 68 and 69 of this Law, the administrative organ that makes the decision on administrative penalties and its law enforcement officers shall not collect the fines by themselves. The parties concerned shall pay the fines at the designated bank or through the electronic payment system within 15 days from the date of receiving the administrative penalty decision. The bank shall receive the fine and hand it over directly to the state treasury \".</p><p>The parties concerned shall, within 15 days from the date of receipt of this administrative penalty decision, bring the payment code to any bank outlet or online banking of 12 central financial non-tax revenue collection agency banks (ICBC, Agriculture, China Construction, Communications, CITIC, Everbright, China Merchants, Postal Savings, Huaxia, Ping An and Xingye) to pay the fine according to this administrative penalty decision. Payment code: ***.</p><p>If the party concerned is dissatisfied with the above administrative penalty decision, it may apply to the State Administration for Market Regulation for administrative reconsideration within 60 days from the date of receipt of this administrative penalty decision; Or within six months from the date of receipt of this administrative penalty decision, file an administrative lawsuit with the Beijing Intellectual Property Court according to law. During the period of administrative reconsideration or administrative litigation, the execution of this administrative penalty decision shall not be suspended.</p><p>State Administration for Market Regulation</p><p>July 24, 2021<img src=\"https://static.tigerbbs.com/670343de69414ca1b966fc90740b6559\" tg-width=\"1020\" tg-height=\"642\" referrerpolicy=\"no-referrer\" width=\"100%\" height=\"auto\"></p>","collect":0,"html":"<!DOCTYPE html>\n<html>\n<head>\n<meta http-equiv=\"Content-Type\" content=\"text/html; charset=utf-8\" />\n<meta name=\"viewport\" content=\"width=device-width,initial-scale=1.0,minimum-scale=1.0,maximum-scale=1.0,user-scalable=no\"/>\n<meta name=\"format-detection\" content=\"telephone=no,email=no,address=no\" />\n<title>Administrative punishment! Tencent was ordered to lift the exclusive copyright of online music</title>\n<style type=\"text/css\">\na,abbr,acronym,address,applet,article,aside,audio,b,big,blockquote,body,canvas,caption,center,cite,code,dd,del,details,dfn,div,dl,dt,\nem,embed,fieldset,figcaption,figure,footer,form,h1,h2,h3,h4,h5,h6,header,hgroup,html,i,iframe,img,ins,kbd,label,legend,li,mark,menu,nav,\nobject,ol,output,p,pre,q,ruby,s,samp,section,small,span,strike,strong,sub,summary,sup,table,tbody,td,tfoot,th,thead,time,tr,tt,u,ul,var,video{ font:inherit;margin:0;padding:0;vertical-align:baseline;border:0 }\nbody{ font-size:16px; line-height:1.5; color:#999; background:transparent; }\n.wrapper{ overflow:hidden;word-break:break-all;padding:10px; }\nh1,h2{ font-weight:normal; line-height:1.35; margin-bottom:.6em; }\nh3,h4,h5,h6{ line-height:1.35; margin-bottom:1em; }\nh1{ font-size:24px; }\nh2{ font-size:20px; }\nh3{ font-size:18px; }\nh4{ font-size:16px; }\nh5{ font-size:14px; }\nh6{ font-size:12px; }\np,ul,ol,blockquote,dl,table{ margin:1.2em 0; }\nul,ol{ margin-left:2em; }\nul{ list-style:disc; }\nol{ list-style:decimal; }\nli,li p{ margin:10px 0;}\nimg{ max-width:100%;display:block;margin:0 auto 1em; }\nblockquote{ color:#B5B2B1; border-left:3px solid #aaa; padding:1em; }\nstrong,b{font-weight:bold;}\nem,i{font-style:italic;}\ntable{ width:100%;border-collapse:collapse;border-spacing:1px;margin:1em 0;font-size:.9em; }\nth,td{ padding:5px;text-align:left;border:1px solid #aaa; }\nth{ font-weight:bold;background:#5d5d5d; }\n.symbol-link{font-weight:bold;}\n/* header{ border-bottom:1px solid #494756; } */\n.title{ margin:0 0 8px;line-height:1.3;color:#ddd; }\n.meta {color:#5e5c6d;font-size:13px;margin:0 0 .5em; }\na{text-decoration:none; color:#2a4b87;}\n.meta .head { display: inline-block; overflow: hidden}\n.head .h-thumb { width: 30px; height: 30px; margin: 0; padding: 0; border-radius: 50%; float: left;}\n.head .h-content { margin: 0; padding: 0 0 0 9px; float: left;}\n.head .h-name {font-size: 13px; color: #eee; margin: 0;}\n.head .h-time {font-size: 12.5px; color: #7E829C; margin: 0;}\n.small {font-size: 12.5px; display: inline-block; transform: scale(0.9); -webkit-transform: scale(0.9); transform-origin: left; -webkit-transform-origin: left;}\n.smaller {font-size: 12.5px; display: inline-block; transform: scale(0.8); -webkit-transform: scale(0.8); transform-origin: left; -webkit-transform-origin: left;}\n.bt-text {font-size: 12px;margin: 1.5em 0 0 0}\n.bt-text p {margin: 0}\n</style>\n</head>\n<body>\n<div class=\"wrapper\">\n<header>\n<h2 class=\"title\">\nAdministrative punishment! Tencent was ordered to lift the exclusive copyright of online music\n</h2>\n<h4 class=\"meta\">\n<a class=\"head\" href=\"https://laohu8.com/wemedia/102\">\n\n<div class=\"h-thumb\" style=\"background-image:url(https://static.tigerbbs.com/8274c5b9d4c2852bfb1c4d6ce16c68ba);background-size:cover;\"></div>\n\n<div class=\"h-content\">\n<p class=\"h-name\">老虎资讯综合 </p>\n<p class=\"h-time smaller\">2021-07-24 10:01</p>\n</div>\n</a>\n</h4>\n</header>\n<article>\n<p>Tencent responded to being ordered to cancel the exclusive copyright of online music: The company will conscientiously abide by the decision, strictly implement regulatory requirements, operate in accordance with laws and regulations, earnestly fulfil social responsibilities, and maintain healthy competition in the market. Tencent will consolidate its responsibilities, formulate rectification measures with Tencent Music and other affiliated companies within the prescribed time limit, and complete them in an all-round way in accordance with the requirements of the penalty decision to ensure that the rectification is in place.</p><p>The State Administration for Market Regulation made an administrative penalty decision according to law, ordering Tencent and its affiliated companies to take measures to restore market competition, such as cancelling exclusive music copyrights within 30 days, stopping the payment of copyright fees such as high advance payments, and not requiring upstream copyright owners to give them conditions superior to competitors without justifiable reasons. In January 2021, based on the report, the State Administration for Market Regulation filed an investigation into Tencent Holdings Co., Ltd. (hereinafter referred to as Tencent)' s acquisition of equity interests in China Music Group in July 2016 for suspected illegal conduct of concentration of operators.</p><p>In accordance with the Anti-Monopoly Law, the State Administration for Market Regulation has ascertained the facts of illegal concentration in this transaction, and fully evaluated factors such as the share, control power, concentration degree of operators participating in the concentration in the relevant market, as well as the impact of concentration on market entry and consumers. At the same time, we extensively solicited the opinions of relevant government departments, industry associations, experts and scholars, and competitors in the same industry, and listened to Tencent's statements for many times.</p><p>The investigation shows that the relevant market in this case is the online music playing platform market in China. Genuine music copyright is the core asset and key resource of the operation of online music playing platform. In 2016, Tencent and China Music Group's relevant market shares were about 30% and 40% respectively. Tencent gained a higher market share by merging with major competitors in the market. After concentration, the exclusive music library resources occupied by the entity exceeded 80%, which may be able to urge the upstream copyright owners to reach more exclusive copyright agreements with them, or ask them to give them better trading conditions than their competitors. It may also be able to raise market entry barriers by paying high prepayments and other copyright payment modes, which has or may have the effect of excluding and restricting competition in relevant markets.</p><p>According to Article 48 of the Anti-Monopoly Law and Article 57 of the Interim Provisions on Centralized Examination of Operators, and in accordance with the principle of equal emphasis on development and standardization, the State Administration for Market Regulation made an administrative penalty decision according to law, ordering Tencent and its affiliated companies to take measures to restore market competition, such as cancelling exclusive music copyrights within 30 days, stopping the payment of copyright fees such as high advance payments, and not requiring upstream copyright holders to give them conditions superior to competitors without legitimate reasons. Tencent reports the performance of its obligations to the State Administration for Market Regulation every year within three years, and the State Administration for Market Regulation will strictly supervise its implementation according to law.</p><p>This case is the first case of taking necessary measures to restore the state of market competition since the implementation of China's Anti-Monopoly Law. Ordering Tencent to lift exclusive copyright and other measures will reshape the competition order of relevant markets, reduce market entry barriers, and give competitors a fair opportunity to reach upstream copyright resources, which is conducive to returning the focus of competition from using capital advantages to snatch copyright resources to the rational track of innovating service level and improving user experience; It is conducive to promoting the calculation of copyright fees in a reasonable way in line with international standards and reducing downstream operating costs; It is conducive to cultivating new market entrants, creating a fairer competitive environment for existing enterprises, safeguarding consumers' right to choose, ultimately benefiting consumers, and promoting the standardized innovation and healthy development of online music industry.</p><p>The following is the full text of the penalty letter:</p><p>State Administration for Market Regulation</p><p>Decision on Administrative Penalty</p><p>National Municipal Supervision Office [2021] No. 67</p><p>Parties: Tencent Holdings Limited</p><p>Residence: Creech Plaza, Huggins Avenue, Cayman Islands</p><p>In accordance with the Anti-Monopoly Law of the People's Republic of China (hereinafter referred to as the Anti-Monopoly Law) and the Interim Provisions on the Examination of Concentration of Operators, this authority launched an investigation on the suspected illegal implementation of concentration of operators in the acquisition of equity interests of China Music Group by Tencent Holdings Limited (hereinafter referred to as Tencent) on 25 January 2021.</p><p>After investigation, this case constitutes an illegal concentration of operators, which has or may have the effect of excluding or restricting competition. In accordance with the Administrative Punishment Law of the People's Republic of China (hereinafter referred to as the Administrative Punishment Law), this organ served Tencent with the Notice of Administrative Punishment, informing it of the contents, facts, reasons and basis of the proposed administrative punishment, and informing it of its rights to make statements, defend and request a hearing according to law. Tencent did not make a statement, plead or request a hearing within the prescribed time limit. The investigation and trial of this case have now ended.</p><p><ul><li>Basic situation</li></ul><b>(1) The counterparty.</b></p><p><b>Acquirer: Tencent.</b>Incorporated in the British Virgin Islands in November 1999, relocated to the British Cayman Islands in February 2004, and listed on the Hong Kong Stock Exchange in June 2004, it controls Shenzhen Tencent Computer Systems Co., Ltd., a major domestic operating entity, through an agreement. The main business includes social and communication services, social networking platforms, online music platforms, games, online video services, interactive entertainment live broadcasts, etc. In 2015, the global turnover was RMB102.863 billion (the same currency below), and the domestic turnover in China was RMB96.251 billion.</p><p><b>Acquiree: China Music Group.</b>Incorporated in the Cayman Islands in 2012, it controls Ocean Interactive (Beijing) Information Technology Co., Ltd., a major domestic operating entity, through an agreement. The main business includes online music platform, record company publishing business, copyright agency business, etc. Natural persons (omitted) have joint control as parties acting in concert. In 2015, both global and domestic turnover in China were (omitted).</p><p><b>(2) Overview of transactions.</b></p><p>On July 12, 2016, Tencent invested in China Music Group with valuation (omitted) business (mainly QQ Music business), obtained 61.64% equity interest in China Music Group, and obtained sole control over China Music Group. In December 2016, the integrated China Music Group changed its name to Tencent Music Entertainment Group. On 6 December 2017, the transaction completed the registration formalities of equity change.</p><p>Illegal facts and reasons</p><p><b>(1) This case constitutes an illegal concentration of operators.</b></p><p>Article 20 of the Anti-Monopoly Law stipulates that \"the concentration of operators refers to the following situations: (1) the merger of operators; (2) the operator obtains control over other operators by acquiring equity or assets; (3) the operator obtains control over other operators or is able to exercise decisive influence over other operators through contracts or other means\". Prior to this concentration, China Music Group was jointly controlled by natural persons (omitted). After this concentration, Tencent obtained 61.64% equity of China Music Group and obtained sole control over China Music Group, which belongs to the concentration of operators as stipulated in Article 20 of the Anti-Monopoly Law.</p><p>Tencent's global turnover in 2015 was 102.863 billion yuan, and that in China was 96.251 billion yuan. The global and domestic turnover of China Music Group in 2015 was (omitted), which met the declaration standards stipulated in Article 3 of the Regulations of the State Council on Declaration Standards for Concentration of Operators, and belonged to the circumstances that should be declared.</p><p>Article 21 of the Anti-Monopoly Law stipulates that \"if the concentration of business operators meets the declaration standards stipulated by the State Council, the business operators shall report to the anti-monopoly law enforcement agency of the State Council in advance, and those who fail to declare shall not implement the concentration\". On December 6, 2017, Tencent completed the registration of equity change, but did not report to this authority before that, which violated Article 21 of the Anti-Monopoly Law and constituted an illegal concentration of operators.</p><p>The above facts are proved by evidence such as a copy of Tencent's business license, organizational structure chart, equity relationship chart, Declaration Form for Antitrust Review of Concentration of Operators, Tencent's annual report, Written Explanation of Tencent's Related Issues, and Share Subscription Agreement.</p><p><b>(2) This case has or may have the effect of excluding or restricting competition.</b></p><p>According to the Anti-Monopoly Law and the Guidelines of the Anti-Monopoly Commission of the State Council on the Definition of Relevant Markets, and considering the characteristics of platform economy, on the basis of economic analysis and questionnaire survey, the relevant market in this case is defined as the online music playing platform market in China with horizontal overlap between the two parties.<b>Online Music Playback Platform Market</b>It refers to a platform that provides consumers with complete copyrighted music recordings through online broadcasting or downloading through the programs or websites of computers, mobile phones or other intelligent terminals. Although online karaoke, live webcast, short video platforms, etc. also provide services related to online music, their core functions, application scenarios, business models, market entry, etc. do not have a close substitution relationship with the online music playback platform market, and do not belong to the same related commodity market. As the authorization of music copyrights is restricted by the copyright laws of various countries and there are obvious geographical differences, the scope of transmission of music copyrights authorized by online music playback platforms in the PRC is generally within the PRC and is mainly targeted to users within the PRC, therefore the relevant geographical market is defined as within the PRC.</p><p>After in-depth research, this concentration has or may have the effect of excluding or restricting competition in the online music playing platform market in China:</p><p><ol><li><b>After concentration, the entity has a higher market share in the relevant market.</b></li></ol>When the concentration occurred in July 2016, the number of monthly active users of Tencent and China Music Group was 160 million and 230 million respectively, with market shares of 33.96% and 49.07% respectively; The monthly usage time of users is 805 million hours and 698 million hours respectively, and the market share is 45.77% and 39.65% respectively. Both parties rank among the top two in the market, with a total market share of more than 80%. In 2016, the total sales amount of both parties in the relevant markets (omitted) accounted for approximately 70% of the total revenue of the relevant markets. According to the share of core music copyright resources, the number of music libraries of Tencent and China Music Group is 12.1 million and 8.21 million respectively, of which the exclusive music libraries are 3.14 million and 1.3 million, and the market share of music libraries and exclusive resources both exceeds 80%.</p><p>From the analysis of the Hefendal-Hirschmann Index (HHI Index) of this market, it is 6950 after trading, which is a highly concentrated market, and the increment generated by concentration is 3350. The transactions have resulted in a further increase in the concentration of the relevant markets and further weakened competition.</p><p><ol><li><b>Focus on reducing major competitors in the relevant market.</b></li></ol>According to the survey, before the transaction, the two parties ranked in the top two in the market, with equal competitive strength and close competition with each other. According to consumers' choice of flow between alternative platforms, 73.6% of users of Tencent's QQ Music flow to Kugou Music and Kuwo Music, which are subsidiaries of China Music Group, indicating that if QQ Music raises the price or lowers the service level, 73.6% of users may flow to the platforms of China Music Group, and the two sides are close competitors with each other. Focus on reducing major competitors in the relevant markets to further weaken market competition.</p><p><ol><li><b>Concentration may further raise barriers to entry to relevant markets.</b></li></ol><b>First, it is possible to raise the barrier of copyright resources.</b>When the entity locks in more exclusive copyright resources after centralization, new entrants have to rely on their sub-licensing, which makes it more difficult to enter the relevant market. The market size brought by concentration also enables it to pay copyright fees to upstream copyright holders by paying non-refundable high advance payments in advance, which may further raise the barriers to market entry.</p><p><b>Second, it may increase the user conversion cost.</b>Focus on bringing abundant music library resources, larger user scale and sufficient usage data to Tencent. Compared with newly entered platforms, it can recommend songs that meet consumers' preferences better, resulting in a lower willingness of users to switch platforms, thus further expanding the user scale and may prevent other competitors from reaching or maintaining the critical scale.</p><p><b>Third, the market entry activity after concentration is not high.</b>According to the data, the main entry of the online music playback platform market occurred from the beginning of 2016 to July 2017. After the centralized completion at the end of 2017, the market entry activity decreased significantly.</p><p>To sum up, Tencent has a high market share in the online music playback platform market in China through this item, which may enable it to urge upstream copyright owners to give exclusive copyright authorization to it, or provide it with conditions that are better than competitors. It may also enable Tencent to raise market entry barriers by paying high advance payments, which has or may have the effect of excluding and restricting competition in relevant markets.</p><p>At the same time, the survey found that China's online music playing platform market is developing rapidly, and the market share of Tencent's main competitors (omitted) is also showing a rapid growth rate, from less than 6% when the concentration occurred to nearly 18%, an increase of about 200%, indicating that competitors have a tendency to strengthen their competition constraints. In addition, in recent years, there has been a certain trend of dynamic competition and cross-border integration between online music playback platforms and other platforms. Some short video platforms with a wide user base may become competitors in related markets in the future if they obtain enough music copyright resources.</p><p>The above facts are proved by evidence such as statistical data of third-party organizations and industry analysis reports, Questionnaire Survey Report, Economic Analysis Report, Authorization Agreement and Sublicensing Agreement provided by Tencent and related parties, and replies from industry authorities and other relevant parties.</p><p>Basis and Decision of Administrative Penalty</p><p>Article 48 of the Anti-Monopoly Law stipulates that \"if an operator carries out concentration in violation of the provisions of this Law, the anti-monopoly law enforcement agency of the State Council shall order it to stop the concentration, dispose of shares or assets within a time limit, transfer business within a time limit, and take other necessary measures to restore it to the state before concentration, and may impose a fine of not more than 500,000 yuan\". Article 49 of the Anti-Monopoly Law stipulates that \"for the fines stipulated in Articles 46, 47 and 48 of this Law, the anti-monopoly law enforcement agency shall take into account factors such as the nature, extent and duration of the illegal act when determining the specific amount of the fine\".</p><p>According to the above provisions, based on the above investigation and evaluation conclusions, this organ has made the following handling decisions on Tencent:</p><p><b>(1) Order Tencent and its affiliates to take the following measures to restore competition in relevant markets:</b></p><p>1. No exclusive copyright agreement (the scope of copyright includes the information network dissemination right of all music works and sound recordings) or other exclusive agreement shall be reached or reached in disguise with the upstream copyright party. If it has been reached, it shall be terminated within 30 days from the date of issuance of this decision, except for exclusive cooperation with independent musicians (natural persons who refer to the original rights holder of music works or sound recordings and license the copyright with music platforms in their own name and have never entered into an agreement with any record company or brokerage company) or new song debut. Exclusive collaborations with independent musicians may not exceed three years, and exclusive collaborations with new song debuts may not exceed thirty days.</p><p>2. Without valid reasons, the upstream copyright holder shall not be required or disguised to give the party conditions that are superior to other competitors, including but not limited to the scope of license, license amount, license term, etc., or any agreement or agreement terms related thereto. If it has been reached, it shall be lifted within thirty days from the date of issuance of this decision.</p><p>3. Quote to the upstream copyright owner according to factors such as the actual use of copyright, user payment, song unit price, application scenario, contract signing period, etc. It is not allowed to increase the cost of competitors in disguised form through high advance payment and other means to eliminate or restrict competition.</p><p><b>(2) A fine of 500,000 yuan will be imposed.</b></p><p><b>(3) Declare the concentration of operators according to law.</b></p><p>1. If the concentration of operators meets the declaration standards stipulated by the State Council, it shall report to the State Administration for Market Regulation in advance, and if it fails to declare, concentration shall not be implemented.</p><p>2. If the concentration of operators fails to meet the declaration standard, but the concentration of operators has or may have the effect of excluding or restricting competition, it shall report to the State Administration for Market Regulation in advance, and the concentration shall not be implemented if it is not declared.</p><p>3. If the transaction does not constitute a concentration of operators, except for the protection of the rights and interests of minority shareholders stipulated by law, it is not allowed to participate in the business decision-making of relevant enterprises, and report the basic situation of the transaction to the State Administration for Market Regulation in the annual report.</p><p><b>Operate in accordance with laws and regulations, and establish and improve a long-term mechanism for fair participation in market competition.</b></p><p>1. Comprehensively standardize one's own competition behavior, carry out comprehensive and in-depth self-examination in accordance with the Anti-Monopoly Law, and examine and standardize one's own business behavior.</p><p>2. Strictly implement the main responsibilities of platform enterprises, constantly improve the internal governance rules of the platform, and cooperate with other operators in accordance with the principles of fairness, reasonableness and non-discrimination.</p><p>3. Improve the internal compliance control system of the enterprise, establish and effectively implement the anti-monopoly compliance system, and consciously safeguard fair competition.</p><p>4. Protect the legitimate rights and interests of consumers. Fully protect the rights of consumers, set reasonable charges and prices, and protect consumers' privacy.</p><p>5. Actively safeguard fair competition and promote innovation and development of the industry.</p><p>The term of the above measures shall be counted from the date of issuance of the Administrative Penalty Decision. Tencent and its affiliated companies shall formulate a rectification plan according to the above measures within ten days, and report it to the State Administration for Market Regulation for review. The State Administration for Market Regulation has the right to supervise the trustee or self-supervise and inspect the performance of the above obligations by Tencent and its affiliates within three years. Tencent reports the performance of obligations to the State Administration for Market Regulation every year within three years, and will not report after the expiration of three years.</p><p>Article 67 of the Administrative Penalty Law stipulates that \"the administrative organ that makes the decision on fines shall be separated from the institution that collects the fines. Except for fines collected on the spot in accordance with the provisions of Articles 68 and 69 of this Law, the administrative organ that makes the decision on administrative penalties and its law enforcement officers shall not collect the fines by themselves. The parties concerned shall pay the fines at the designated bank or through the electronic payment system within 15 days from the date of receiving the administrative penalty decision. The bank shall receive the fine and hand it over directly to the state treasury \".</p><p>The parties concerned shall, within 15 days from the date of receipt of this administrative penalty decision, bring the payment code to any bank outlet or online banking of 12 central financial non-tax revenue collection agency banks (ICBC, Agriculture, China Construction, Communications, CITIC, Everbright, China Merchants, Postal Savings, Huaxia, Ping An and Xingye) to pay the fine according to this administrative penalty decision. Payment code: ***.</p><p>If the party concerned is dissatisfied with the above administrative penalty decision, it may apply to the State Administration for Market Regulation for administrative reconsideration within 60 days from the date of receipt of this administrative penalty decision; Or within six months from the date of receipt of this administrative penalty decision, file an administrative lawsuit with the Beijing Intellectual Property Court according to law. During the period of administrative reconsideration or administrative litigation, the execution of this administrative penalty decision shall not be suspended.</p><p>State Administration for Market Regulation</p><p>July 24, 2021<img src=\"https://static.tigerbbs.com/670343de69414ca1b966fc90740b6559\" tg-width=\"1020\" tg-height=\"642\" referrerpolicy=\"no-referrer\" width=\"100%\" height=\"auto\"></p>\n</article>\n</div>\n</body>\n</html>\n","type":0,"thumbnail":"https://static.tigerbbs.com/e7799eeb7043b8caaf3d109c3b13109e","relate_stocks":{"00700":"腾讯控股","QNETCN":"纳斯达克中美互联网老虎指数","TCEHY":"腾讯控股ADR"},"is_english":false,"share_image_url":"https://static.laohu8.com/e9f99090a1c2ed51c021029395664489","article_id":"1170350340","content_text":"腾讯回应被责令解除网络音乐独家版权：公司将认真遵守决定，严格落实监管要求，依法合规经营，切实履行社会责任，维护市场的良性竞争。腾讯将压实责任，与腾讯音乐等关联公司在规定时限内制定整改措施方案，按照处罚决定要求全面不折不扣地完成，确保整改到位。\n\n 市场监管总局依法作出行政处罚决定，责令腾讯及关联公司采取三十日内解除独家音乐版权、停止高额预付金等版权费用支付方式、无正当理由不得要求上游版权方给予其优于竞争对手的条件等恢复市场竞争状态的措施。\n\n2021年1月，市场监管总局根据举报，对腾讯控股有限公司（以下简称腾讯）2016年7月收购中国音乐集团股权涉嫌违法实施经营者集中行为立案调查。\n市场监管总局依据《反垄断法》，查清本交易违法实施集中的事实，充分评估参与集中的经营者在相关市场的份额、控制力、集中度以及集中对市场进入和消费者影响等因素。同时，广泛征求有关政府部门、行业协会、专家学者、同业竞争者意见，并多次听取腾讯陈述意见。\n调查表明，本案相关市场为中国境内网络音乐播放平台市场。正版音乐版权是网络音乐播放平台运营的核心资产和关键性资源。2016年腾讯和中国音乐集团在相关市场份额分别为30%和40%左右，腾讯通过与市场主要竞争对手合并，获得较高的市场份额，集中后实体占有的独家曲库资源超过80%，可能有能力促使上游版权方与其达成更多独家版权协议，或要求给予其优于竞争对手的交易条件，也可能有能力通过支付高额预付金等版权付费模式提高市场进入壁垒，对相关市场具有或者可能具有排除、限制竞争效果。\n根据《反垄断法》第四十八条、《经营者集中审查暂行规定》第五十七条规定，按照发展和规范并重的原则，市场监管总局依法作出行政处罚决定，责令腾讯及关联公司采取三十日内解除独家音乐版权、停止高额预付金等版权费用支付方式、无正当理由不得要求上游版权方给予其优于竞争对手的条件等恢复市场竞争状态的措施。腾讯三年内每年向市场监管总局报告履行义务情况，市场监管总局将依法严格监督其执行情况。\n本案为我国《反垄断法》实施以来对违法实施经营者集中采取必要措施恢复市场竞争状态的第一起案件。责令腾讯解除独家版权等措施将重塑相关市场竞争秩序，降低市场进入壁垒，使竞争者均有公平触达上游版权资源的机会，有利于将竞争的焦点从利用资本优势抢夺版权资源回归到创新服务水平、提高用户体验的理性轨道上来；有利于推动与国际接轨的合理方式计算版权费用，减轻下游运营成本；有利于培育新的市场进入者，并为现存企业创造更公平的竞争环境，保障消费者选择权，最终惠及广大消费者，促进网络音乐产业规范创新健康发展。\n以下为处罚书全文:\n国家市场监督管理总局\n行政处罚决定书\n国市监处〔2021〕67号\n当事人：腾讯控股有限公司\n住 所：开曼群岛哈金斯大道克里奇广场\n根据《中华人民共和国反垄断法》（以下简称《反垄断法》）、《经营者集中审查暂行规定》，本机关于2021年1月25日对腾讯控股有限公司（以下简称腾讯）收购中国音乐集团股权涉嫌违法实施经营者集中进行立案调查。\n经查，该案构成违法实施的经营者集中，具有或者可能具有排除、限制竞争的效果。本机关按照《中华人民共和国行政处罚法》（以下简称《行政处罚法》）规定，向腾讯送达《行政处罚告知书》，告知其拟作出的行政处罚内容及事实、理由、依据，并告知其依法享有的陈述、申辩和要求听证等权利。腾讯在规定期限内没有提出陈述、申辩或要求听证。本案现已调查、审理终结。\n\n基本情况\n\n（一）交易方。\n收购方：腾讯。1999年11月于英属维尔京群岛注册成立，2004年2月迁册至英属开曼群岛，2004年6月在香港联交所上市，通过协议控制境内主要运营实体深圳市腾讯计算机系统有限公司。主要业务包括社交和通信服务、社交网络平台、网络音乐平台、游戏、网络视频服务、互动娱乐直播等。2015年全球营业额为1028.63亿元人民币（币种下同），中国境内营业额为962.51亿元。\n被收购方：中国音乐集团。2012年于开曼群岛注册成立，通过协议控制境内主要运营实体海洋互动（北京）信息技术有限公司。主要业务包括网络音乐平台、唱片公司出版业务、版权代理业务等。自然人（略）作为一致行动人拥有共同控制权。2015年全球及中国境内营业额均为（略）。\n（二）交易概况。\n2016年7月12日，腾讯以估值（略）的业务（主要是QQ音乐业务）投入中国音乐集团，获得中国音乐集团61.64%股权，取得对中国音乐集团的单独控制权。2016年12月，整合后的中国音乐集团更名为腾讯音乐娱乐集团。2017年12月6日，交易完成股权变更登记手续。\n二、违法事实及理由\n（一）本案构成违法实施的经营者集中。\n《反垄断法》第二十条规定“经营者集中是指下列情形：（一）经营者合并；（二）经营者通过取得股权或者资产的方式取得对其他经营者的控制权；（三）经营者通过合同等方式取得对其他经营者的控制权或者能够对其他经营者施加决定性影响”。本项集中前，中国音乐集团由自然人（略）共同控制。本项集中后，腾讯获得中国音乐集团61.64%股权，取得对中国音乐集团单独控制权，属于《反垄断法》第二十条规定的经营者集中。\n腾讯2015年全球营业额为1028.63亿元，中国境内营业额为962.51亿元，中国音乐集团2015年全球及中国境内营业额均为（略），达到《国务院关于经营者集中申报标准的规定》第三条规定的申报标准，属于应当申报的情形。\n《反垄断法》第二十一条规定“经营者集中达到国务院规定的申报标准的，经营者应当事先向国务院反垄断执法机构申报，未申报的不得实施集中”。2017年12月6日，腾讯完成股权变更登记，在此之前未向本机关申报，违反《反垄断法》第二十一条规定，构成违法实施的经营者集中。\n以上事实，有腾讯营业执照复印件、组织架构图、股权关系图、《经营者集中反垄断审查申报表》、腾讯年报、《腾讯相关问题的书面说明》、《股份认购协议》等证据证明。\n（二）本案具有或者可能具有排除、限制竞争的效果。\n根据《反垄断法》和《国务院反垄断委员会关于相关市场界定的指南》规定，同时考虑平台经济特点，在经济学分析和问卷调查基础上，本案相关市场界定为交易双方存在横向重叠的中国境内网络音乐播放平台市场。网络音乐播放平台市场是指通过电脑端、手机端或者其他智能终端的程序或网站，以在线播放或下载方式向消费者提供完整版权音乐录音制品播放服务的平台。网络K歌、网络直播、短视频平台等虽也提供与网络音乐相关的服务，但其核心功能、应用场景、商业模式、市场进入等与网络音乐播放平台市场不具有紧密替代关系，不属于同一相关商品市场。由于音乐版权的授权受各国著作权法规定限制，具有明显的地域差异，中国的网络音乐播放平台获得授权的音乐版权传播范围一般为中国境内，且主要面向中国境内用户，因此相关地域市场界定为中国境内。\n经深入研究，本项集中对中国境内网络音乐播放平台市场具有或者可能具有排除、限制竞争效果：\n\n集中后实体在相关市场具有较高市场份额。\n\n2016年7月集中发生时，腾讯和中国音乐集团的月活跃用户数分别为1.6亿人、2.3亿人，市场份额分别为33.96%、49.07%；用户月使用时长分别为8.05亿小时、6.98亿小时，市场份额分别为45.77%、39.65%，集中双方均列市场前两位，合计市场份额超过80%。2016年集中双方在相关市场的销售金额合计（略），约占相关市场总收入规模的70%。以音乐版权核心资源占有率计算，腾讯和中国音乐集团的曲库数量分别为1210万、821万，其中独家曲库为314万、130万，曲库和独家资源的市场占有率均超过80%。\n从该市场赫芬达尔－赫希曼指数（HHI指数）分析，交易后为6950，为高度集中市场，集中产生的增量为3350。交易导致相关市场集中度进一步提高，竞争被进一步削弱。\n\n集中减少相关市场主要竞争对手。\n\n调查显示，交易前集中双方居市场前两位，竞争实力相当，彼此竞争较为紧密。根据消费者在替代性平台之间的流向选择显示，腾讯旗下QQ音乐73.6%的用户流向了中国音乐集团旗下的酷狗音乐和酷我音乐，表明如果QQ音乐提高价格或降低服务水平，可能有73.6%的用户流向中国音乐集团旗下平台，双方互为较为紧密竞争者。集中减少相关市场主要竞争对手，进一步削弱市场竞争。\n\n集中可能进一步提高相关市场进入壁垒。\n\n一是可能提高版权资源壁垒。在集中后实体锁定较多独家版权资源的情况下，新进入者须依靠其转授权，进入相关市场较为困难。由集中带来的市场规模也使其有能力通过提前支付不可返还的高额预付金等方式向上游版权方支付版权费用，可能进一步提高市场进入壁垒。\n二是可能增加用户转换成本。集中为腾讯带来较为丰富的曲库资源、较大的用户规模及充足的使用数据，相比新进入平台更能推荐符合消费者偏好的歌曲，导致用户转换平台意愿降低，从而进一步扩大用户规模，可能阻止其他竞争者达到或维持临界规模。\n三是集中后市场进入活跃度不高。数据显示，网络音乐播放平台市场的主要进入发生在2016年初至2017年7月，2017年底集中完成后，该市场进入活跃度下降较明显。\n综上，腾讯通过本项集中在中国境内网络音乐播放平台市场具有较高市场份额，可能使其有能力促使上游版权方对其进行独家版权授权，或者向其提供优于竞争对手的条件，也可能使腾讯有能力通过支付高额预付金等方式提高市场进入壁垒，对相关市场具有或者可能具有排除、限制竞争的效果。\n调查同时发现，中国网络音乐播放平台市场发展较为迅速，腾讯主要竞争对手（略）的市场份额也呈现较快速度增长，由集中发生时的不足6%增长至近18%，增长200%左右，说明竞争对手对其竞争约束有增强的趋势。此外，网络音乐播放平台与其他平台之间近年来呈现出一定的动态竞争和跨界融合趋势，一些拥有广泛用户基础的短视频平台，如果再获得足够数量的音乐版权资源，在未来有可能成为相关市场的竞争者。\n以上事实，有第三方机构统计数据和行业分析报告、《问卷调查报告》、《经济学分析报告》、腾讯和相关方提供的《授权协议》和《转授权协议》、行业主管部门等相关方的回复意见等证据证明。\n三、行政处罚依据和决定\n《反垄断法》第四十八条规定“经营者违反本法规定实施集中的，由国务院反垄断执法机构责令停止实施集中、限期处分股份或者资产、限期转让营业以及采取其他必要措施恢复到集中前的状态，可以处五十万元以下的罚款”。《反垄断法》第四十九条规定“对本法第四十六条、第四十七条、第四十八条规定的罚款，反垄断执法机构确定具体罚款数额时，应当考虑违法行为的性质、程度和持续的时间等因素”。\n根据上述规定，基于上述调查情况和评估结论，本机关对腾讯作出如下处理决定：\n（一）责令腾讯及其关联公司采取以下措施恢复相关市场竞争状态：\n1. 不得与上游版权方达成或变相达成独家版权协议（版权范围包括所有音乐作品及录音制品的信息网络传播权）或其他排他性协议，已经达成的，须在本决定发布之日起三十日内解除，与独立音乐人（是指音乐作品或录音制品的原始权利人，并以个人名义与音乐平台进行版权授权，且从未与任何唱片公司或经纪公司签订协议的自然人）或新歌首发的独家合作除外。与独立音乐人的独家合作期限不得超过三年，与新歌首发的独家合作期限不得超过三十日。\n2. 没有正当理由，不得要求或变相要求上游版权方给予当事人优于其他竞争对手的条件，包括但不限于授权范围、授权金额、授权期限等，或与之相关的任何协议或协议条款。已经达成的，须在本决定发布之日起三十日内解除。\n3. 依据版权实际使用情况、用户付费情况、歌曲单价、应用场景、签约期限等因素向上游版权方报价，不得通过高额预付金等方式变相提高竞争对手成本，排除、限制竞争。\n（二）处以50万元罚款。\n（三）依法申报经营者集中。\n1.经营者集中达到国务院规定的申报标准的，应当事先向市场监管总局申报，未申报的不得实施集中。\n2.经营者集中未达到申报标准，但该经营者集中具有或者可能具有排除、限制竞争效果的，应当事先向市场监管总局申报，未申报的不得实施集中。\n3.交易未构成经营者集中的，除法律规定的保护小股东权益事项外，不得参与相关企业经营决策，并在每年的年度报告中向市场监管总局报告交易基本情况等内容。\n（四）依法合规经营，建立健全公平参与市场竞争的长效机制。\n1.全面规范自身竞争行为，对照《反垄断法》开展全面深入自查，检视并规范自身经营行为。\n2.严格落实平台企业主体责任，不断完善平台内部治理规则，按照公平、合理、无歧视原则与其他经营者开展合作。\n3.完善企业内部合规控制制度，建立并有效执行反垄断合规制度，自觉维护公平竞争。\n4.保护消费者合法权益。充分保障消费者各项权利，合理制定收费价格，保护消费者隐私。\n5.积极维护公平竞争，推动行业创新发展。\n以上措施期限自《行政处罚决定书》下发之日起算，腾讯及其关联公司须在十日内对照上述措施制定整改方案，并报市场监管总局审核。市场监管总局三年内有权通过监督受托人或自行监督检查腾讯及其关联公司履行上述义务的情况，腾讯三年内每年向市场监管总局报告履行义务情况，三年到期后不再报告。\n《行政处罚法》第六十七条规定“作出罚款决定的行政机关应当与收缴罚款的机构分离。除依照本法第六十八条、第六十九条的规定当场收缴的罚款外，作出行政处罚决定的行政机关及其执法人员不得自行收缴罚款。当事人应当自收到行政处罚决定书之日起十五日内，到指定的银行或者通过电子支付系统缴纳罚款。银行应当收受罚款，并将罚款直接上缴国库”。\n当事人应当自收到本行政处罚决定书之日起十五日内，根据本行政处罚决定书，携缴款码到12家中央财政非税收入收缴代理银行（工、农、中、建、交、中信、光大、招商、邮储、华夏、平安、兴业）任一银行网点或者网上银行交纳罚款。缴款码：***。\n当事人如对上述行政处罚决定不服，可以自收到本行政处罚决定书之日起六十日内，向国家市场监督管理总局申请行政复议；或者自收到本行政处罚决定书之日起六个月内，依法向北京知识产权法院提起行政诉讼。行政复议或者行政诉讼期间，本行政处罚决定不停止执行。\n市场监管总局\n2021年7月24日","news_type":1,"symbols_score_info":{"00700":0.9,"QNETCN":0.9,"TCEHY":0.9}},"isVote":1,"tweetType":1,"viewCount":1490,"authorTweetTopStatus":1,"verified":2,"comments":[],"imageCount":0,"langContent":"EN","totalScore":0},{"id":181983885,"gmtCreate":1623370498847,"gmtModify":1704201785951,"author":{"id":"3583704130545629","authorId":"3583704130545629","name":"小MMM","avatar":"https://static.tigerbbs.com/a66b4ca323cc80226881d10ecdd4f091","crmLevel":1,"crmLevelSwitch":0,"followedFlag":false,"idStr":"3583704130545629","authorIdStr":"3583704130545629"},"themes":[],"htmlText":"1","listText":"1","text":"1","images":[],"top":1,"highlighted":1,"essential":1,"paper":1,"likeSize":3,"commentSize":0,"repostSize":0,"link":"https://ttm.financial/post/181983885","repostId":"1130995875","repostType":2,"isVote":1,"tweetType":1,"viewCount":1277,"authorTweetTopStatus":1,"verified":2,"comments":[],"imageCount":0,"langContent":"EN","totalScore":0}],"hots":[{"id":174599504,"gmtCreate":1627108064308,"gmtModify":1703484401775,"author":{"id":"3583704130545629","authorId":"3583704130545629","name":"小MMM","avatar":"https://static.tigerbbs.com/a66b4ca323cc80226881d10ecdd4f091","crmLevel":1,"crmLevelSwitch":0,"followedFlag":false,"idStr":"3583704130545629","authorIdStr":"3583704130545629"},"themes":[],"htmlText":"1","listText":"1","text":"1","images":[],"top":1,"highlighted":1,"essential":1,"paper":1,"likeSize":1,"commentSize":2,"repostSize":0,"link":"https://ttm.financial/post/174599504","repostId":"1170350340","repostType":2,"repost":{"id":"1170350340","kind":"news","weMediaInfo":{"introduction":"为用户提供金融资讯、行情、数据，旨在帮助投资者理解世界，做投资决策。","home_visible":1,"media_name":"老虎资讯综合","id":"102","head_image":"https://static.tigerbbs.com/8274c5b9d4c2852bfb1c4d6ce16c68ba"},"pubTimestamp":1627092098,"share":"https://ttm.financial/m/news/1170350340?lang=en_US&edition=fundamental","pubTime":"2021-07-24 10:01","market":"hk","language":"zh","title":"Administrative punishment! Tencent was ordered to lift the exclusive copyright of online music","url":"https://stock-news.laohu8.com/highlight/detail?id=1170350340","media":"老虎资讯综合","summary":"腾讯回应被责令解除网络音乐独家版权：公司将认真遵守决定，严格落实监管要求，依法合规经营，切实履行社会责任，维护市场的良性竞争。市场监管总局依法作出行政处罚决定，责令腾讯及关联公司采取三十日内解除独家音乐版权、停止高额预付金等版权费用支付方式、无正当理由不得要求上游版权方给予其优于竞争对手的条件等恢复市场竞争状态的措施。","content":"<p>Tencent responded to being ordered to cancel the exclusive copyright of online music: The company will conscientiously abide by the decision, strictly implement regulatory requirements, operate in accordance with laws and regulations, earnestly fulfil social responsibilities, and maintain healthy competition in the market. Tencent will consolidate its responsibilities, formulate rectification measures with Tencent Music and other affiliated companies within the prescribed time limit, and complete them in an all-round way in accordance with the requirements of the penalty decision to ensure that the rectification is in place.</p><p>The State Administration for Market Regulation made an administrative penalty decision according to law, ordering Tencent and its affiliated companies to take measures to restore market competition, such as cancelling exclusive music copyrights within 30 days, stopping the payment of copyright fees such as high advance payments, and not requiring upstream copyright owners to give them conditions superior to competitors without justifiable reasons. In January 2021, based on the report, the State Administration for Market Regulation filed an investigation into Tencent Holdings Co., Ltd. (hereinafter referred to as Tencent)' s acquisition of equity interests in China Music Group in July 2016 for suspected illegal conduct of concentration of operators.</p><p>In accordance with the Anti-Monopoly Law, the State Administration for Market Regulation has ascertained the facts of illegal concentration in this transaction, and fully evaluated factors such as the share, control power, concentration degree of operators participating in the concentration in the relevant market, as well as the impact of concentration on market entry and consumers. At the same time, we extensively solicited the opinions of relevant government departments, industry associations, experts and scholars, and competitors in the same industry, and listened to Tencent's statements for many times.</p><p>The investigation shows that the relevant market in this case is the online music playing platform market in China. Genuine music copyright is the core asset and key resource of the operation of online music playing platform. In 2016, Tencent and China Music Group's relevant market shares were about 30% and 40% respectively. Tencent gained a higher market share by merging with major competitors in the market. After concentration, the exclusive music library resources occupied by the entity exceeded 80%, which may be able to urge the upstream copyright owners to reach more exclusive copyright agreements with them, or ask them to give them better trading conditions than their competitors. It may also be able to raise market entry barriers by paying high prepayments and other copyright payment modes, which has or may have the effect of excluding and restricting competition in relevant markets.</p><p>According to Article 48 of the Anti-Monopoly Law and Article 57 of the Interim Provisions on Centralized Examination of Operators, and in accordance with the principle of equal emphasis on development and standardization, the State Administration for Market Regulation made an administrative penalty decision according to law, ordering Tencent and its affiliated companies to take measures to restore market competition, such as cancelling exclusive music copyrights within 30 days, stopping the payment of copyright fees such as high advance payments, and not requiring upstream copyright holders to give them conditions superior to competitors without legitimate reasons. Tencent reports the performance of its obligations to the State Administration for Market Regulation every year within three years, and the State Administration for Market Regulation will strictly supervise its implementation according to law.</p><p>This case is the first case of taking necessary measures to restore the state of market competition since the implementation of China's Anti-Monopoly Law. Ordering Tencent to lift exclusive copyright and other measures will reshape the competition order of relevant markets, reduce market entry barriers, and give competitors a fair opportunity to reach upstream copyright resources, which is conducive to returning the focus of competition from using capital advantages to snatch copyright resources to the rational track of innovating service level and improving user experience; It is conducive to promoting the calculation of copyright fees in a reasonable way in line with international standards and reducing downstream operating costs; It is conducive to cultivating new market entrants, creating a fairer competitive environment for existing enterprises, safeguarding consumers' right to choose, ultimately benefiting consumers, and promoting the standardized innovation and healthy development of online music industry.</p><p>The following is the full text of the penalty letter:</p><p>State Administration for Market Regulation</p><p>Decision on Administrative Penalty</p><p>National Municipal Supervision Office [2021] No. 67</p><p>Parties: Tencent Holdings Limited</p><p>Residence: Creech Plaza, Huggins Avenue, Cayman Islands</p><p>In accordance with the Anti-Monopoly Law of the People's Republic of China (hereinafter referred to as the Anti-Monopoly Law) and the Interim Provisions on the Examination of Concentration of Operators, this authority launched an investigation on the suspected illegal implementation of concentration of operators in the acquisition of equity interests of China Music Group by Tencent Holdings Limited (hereinafter referred to as Tencent) on 25 January 2021.</p><p>After investigation, this case constitutes an illegal concentration of operators, which has or may have the effect of excluding or restricting competition. In accordance with the Administrative Punishment Law of the People's Republic of China (hereinafter referred to as the Administrative Punishment Law), this organ served Tencent with the Notice of Administrative Punishment, informing it of the contents, facts, reasons and basis of the proposed administrative punishment, and informing it of its rights to make statements, defend and request a hearing according to law. Tencent did not make a statement, plead or request a hearing within the prescribed time limit. The investigation and trial of this case have now ended.</p><p><ul><li>Basic situation</li></ul><b>(1) The counterparty.</b></p><p><b>Acquirer: Tencent.</b>Incorporated in the British Virgin Islands in November 1999, relocated to the British Cayman Islands in February 2004, and listed on the Hong Kong Stock Exchange in June 2004, it controls Shenzhen Tencent Computer Systems Co., Ltd., a major domestic operating entity, through an agreement. The main business includes social and communication services, social networking platforms, online music platforms, games, online video services, interactive entertainment live broadcasts, etc. In 2015, the global turnover was RMB102.863 billion (the same currency below), and the domestic turnover in China was RMB96.251 billion.</p><p><b>Acquiree: China Music Group.</b>Incorporated in the Cayman Islands in 2012, it controls Ocean Interactive (Beijing) Information Technology Co., Ltd., a major domestic operating entity, through an agreement. The main business includes online music platform, record company publishing business, copyright agency business, etc. Natural persons (omitted) have joint control as parties acting in concert. In 2015, both global and domestic turnover in China were (omitted).</p><p><b>(2) Overview of transactions.</b></p><p>On July 12, 2016, Tencent invested in China Music Group with valuation (omitted) business (mainly QQ Music business), obtained 61.64% equity interest in China Music Group, and obtained sole control over China Music Group. In December 2016, the integrated China Music Group changed its name to Tencent Music Entertainment Group. On 6 December 2017, the transaction completed the registration formalities of equity change.</p><p>Illegal facts and reasons</p><p><b>(1) This case constitutes an illegal concentration of operators.</b></p><p>Article 20 of the Anti-Monopoly Law stipulates that \"the concentration of operators refers to the following situations: (1) the merger of operators; (2) the operator obtains control over other operators by acquiring equity or assets; (3) the operator obtains control over other operators or is able to exercise decisive influence over other operators through contracts or other means\". Prior to this concentration, China Music Group was jointly controlled by natural persons (omitted). After this concentration, Tencent obtained 61.64% equity of China Music Group and obtained sole control over China Music Group, which belongs to the concentration of operators as stipulated in Article 20 of the Anti-Monopoly Law.</p><p>Tencent's global turnover in 2015 was 102.863 billion yuan, and that in China was 96.251 billion yuan. The global and domestic turnover of China Music Group in 2015 was (omitted), which met the declaration standards stipulated in Article 3 of the Regulations of the State Council on Declaration Standards for Concentration of Operators, and belonged to the circumstances that should be declared.</p><p>Article 21 of the Anti-Monopoly Law stipulates that \"if the concentration of business operators meets the declaration standards stipulated by the State Council, the business operators shall report to the anti-monopoly law enforcement agency of the State Council in advance, and those who fail to declare shall not implement the concentration\". On December 6, 2017, Tencent completed the registration of equity change, but did not report to this authority before that, which violated Article 21 of the Anti-Monopoly Law and constituted an illegal concentration of operators.</p><p>The above facts are proved by evidence such as a copy of Tencent's business license, organizational structure chart, equity relationship chart, Declaration Form for Antitrust Review of Concentration of Operators, Tencent's annual report, Written Explanation of Tencent's Related Issues, and Share Subscription Agreement.</p><p><b>(2) This case has or may have the effect of excluding or restricting competition.</b></p><p>According to the Anti-Monopoly Law and the Guidelines of the Anti-Monopoly Commission of the State Council on the Definition of Relevant Markets, and considering the characteristics of platform economy, on the basis of economic analysis and questionnaire survey, the relevant market in this case is defined as the online music playing platform market in China with horizontal overlap between the two parties.<b>Online Music Playback Platform Market</b>It refers to a platform that provides consumers with complete copyrighted music recordings through online broadcasting or downloading through the programs or websites of computers, mobile phones or other intelligent terminals. Although online karaoke, live webcast, short video platforms, etc. also provide services related to online music, their core functions, application scenarios, business models, market entry, etc. do not have a close substitution relationship with the online music playback platform market, and do not belong to the same related commodity market. As the authorization of music copyrights is restricted by the copyright laws of various countries and there are obvious geographical differences, the scope of transmission of music copyrights authorized by online music playback platforms in the PRC is generally within the PRC and is mainly targeted to users within the PRC, therefore the relevant geographical market is defined as within the PRC.</p><p>After in-depth research, this concentration has or may have the effect of excluding or restricting competition in the online music playing platform market in China:</p><p><ol><li><b>After concentration, the entity has a higher market share in the relevant market.</b></li></ol>When the concentration occurred in July 2016, the number of monthly active users of Tencent and China Music Group was 160 million and 230 million respectively, with market shares of 33.96% and 49.07% respectively; The monthly usage time of users is 805 million hours and 698 million hours respectively, and the market share is 45.77% and 39.65% respectively. Both parties rank among the top two in the market, with a total market share of more than 80%. In 2016, the total sales amount of both parties in the relevant markets (omitted) accounted for approximately 70% of the total revenue of the relevant markets. According to the share of core music copyright resources, the number of music libraries of Tencent and China Music Group is 12.1 million and 8.21 million respectively, of which the exclusive music libraries are 3.14 million and 1.3 million, and the market share of music libraries and exclusive resources both exceeds 80%.</p><p>From the analysis of the Hefendal-Hirschmann Index (HHI Index) of this market, it is 6950 after trading, which is a highly concentrated market, and the increment generated by concentration is 3350. The transactions have resulted in a further increase in the concentration of the relevant markets and further weakened competition.</p><p><ol><li><b>Focus on reducing major competitors in the relevant market.</b></li></ol>According to the survey, before the transaction, the two parties ranked in the top two in the market, with equal competitive strength and close competition with each other. According to consumers' choice of flow between alternative platforms, 73.6% of users of Tencent's QQ Music flow to Kugou Music and Kuwo Music, which are subsidiaries of China Music Group, indicating that if QQ Music raises the price or lowers the service level, 73.6% of users may flow to the platforms of China Music Group, and the two sides are close competitors with each other. Focus on reducing major competitors in the relevant markets to further weaken market competition.</p><p><ol><li><b>Concentration may further raise barriers to entry to relevant markets.</b></li></ol><b>First, it is possible to raise the barrier of copyright resources.</b>When the entity locks in more exclusive copyright resources after centralization, new entrants have to rely on their sub-licensing, which makes it more difficult to enter the relevant market. The market size brought by concentration also enables it to pay copyright fees to upstream copyright holders by paying non-refundable high advance payments in advance, which may further raise the barriers to market entry.</p><p><b>Second, it may increase the user conversion cost.</b>Focus on bringing abundant music library resources, larger user scale and sufficient usage data to Tencent. Compared with newly entered platforms, it can recommend songs that meet consumers' preferences better, resulting in a lower willingness of users to switch platforms, thus further expanding the user scale and may prevent other competitors from reaching or maintaining the critical scale.</p><p><b>Third, the market entry activity after concentration is not high.</b>According to the data, the main entry of the online music playback platform market occurred from the beginning of 2016 to July 2017. After the centralized completion at the end of 2017, the market entry activity decreased significantly.</p><p>To sum up, Tencent has a high market share in the online music playback platform market in China through this item, which may enable it to urge upstream copyright owners to give exclusive copyright authorization to it, or provide it with conditions that are better than competitors. It may also enable Tencent to raise market entry barriers by paying high advance payments, which has or may have the effect of excluding and restricting competition in relevant markets.</p><p>At the same time, the survey found that China's online music playing platform market is developing rapidly, and the market share of Tencent's main competitors (omitted) is also showing a rapid growth rate, from less than 6% when the concentration occurred to nearly 18%, an increase of about 200%, indicating that competitors have a tendency to strengthen their competition constraints. In addition, in recent years, there has been a certain trend of dynamic competition and cross-border integration between online music playback platforms and other platforms. Some short video platforms with a wide user base may become competitors in related markets in the future if they obtain enough music copyright resources.</p><p>The above facts are proved by evidence such as statistical data of third-party organizations and industry analysis reports, Questionnaire Survey Report, Economic Analysis Report, Authorization Agreement and Sublicensing Agreement provided by Tencent and related parties, and replies from industry authorities and other relevant parties.</p><p>Basis and Decision of Administrative Penalty</p><p>Article 48 of the Anti-Monopoly Law stipulates that \"if an operator carries out concentration in violation of the provisions of this Law, the anti-monopoly law enforcement agency of the State Council shall order it to stop the concentration, dispose of shares or assets within a time limit, transfer business within a time limit, and take other necessary measures to restore it to the state before concentration, and may impose a fine of not more than 500,000 yuan\". Article 49 of the Anti-Monopoly Law stipulates that \"for the fines stipulated in Articles 46, 47 and 48 of this Law, the anti-monopoly law enforcement agency shall take into account factors such as the nature, extent and duration of the illegal act when determining the specific amount of the fine\".</p><p>According to the above provisions, based on the above investigation and evaluation conclusions, this organ has made the following handling decisions on Tencent:</p><p><b>(1) Order Tencent and its affiliates to take the following measures to restore competition in relevant markets:</b></p><p>1. No exclusive copyright agreement (the scope of copyright includes the information network dissemination right of all music works and sound recordings) or other exclusive agreement shall be reached or reached in disguise with the upstream copyright party. If it has been reached, it shall be terminated within 30 days from the date of issuance of this decision, except for exclusive cooperation with independent musicians (natural persons who refer to the original rights holder of music works or sound recordings and license the copyright with music platforms in their own name and have never entered into an agreement with any record company or brokerage company) or new song debut. Exclusive collaborations with independent musicians may not exceed three years, and exclusive collaborations with new song debuts may not exceed thirty days.</p><p>2. Without valid reasons, the upstream copyright holder shall not be required or disguised to give the party conditions that are superior to other competitors, including but not limited to the scope of license, license amount, license term, etc., or any agreement or agreement terms related thereto. If it has been reached, it shall be lifted within thirty days from the date of issuance of this decision.</p><p>3. Quote to the upstream copyright owner according to factors such as the actual use of copyright, user payment, song unit price, application scenario, contract signing period, etc. It is not allowed to increase the cost of competitors in disguised form through high advance payment and other means to eliminate or restrict competition.</p><p><b>(2) A fine of 500,000 yuan will be imposed.</b></p><p><b>(3) Declare the concentration of operators according to law.</b></p><p>1. If the concentration of operators meets the declaration standards stipulated by the State Council, it shall report to the State Administration for Market Regulation in advance, and if it fails to declare, concentration shall not be implemented.</p><p>2. If the concentration of operators fails to meet the declaration standard, but the concentration of operators has or may have the effect of excluding or restricting competition, it shall report to the State Administration for Market Regulation in advance, and the concentration shall not be implemented if it is not declared.</p><p>3. If the transaction does not constitute a concentration of operators, except for the protection of the rights and interests of minority shareholders stipulated by law, it is not allowed to participate in the business decision-making of relevant enterprises, and report the basic situation of the transaction to the State Administration for Market Regulation in the annual report.</p><p><b>Operate in accordance with laws and regulations, and establish and improve a long-term mechanism for fair participation in market competition.</b></p><p>1. Comprehensively standardize one's own competition behavior, carry out comprehensive and in-depth self-examination in accordance with the Anti-Monopoly Law, and examine and standardize one's own business behavior.</p><p>2. Strictly implement the main responsibilities of platform enterprises, constantly improve the internal governance rules of the platform, and cooperate with other operators in accordance with the principles of fairness, reasonableness and non-discrimination.</p><p>3. Improve the internal compliance control system of the enterprise, establish and effectively implement the anti-monopoly compliance system, and consciously safeguard fair competition.</p><p>4. Protect the legitimate rights and interests of consumers. Fully protect the rights of consumers, set reasonable charges and prices, and protect consumers' privacy.</p><p>5. Actively safeguard fair competition and promote innovation and development of the industry.</p><p>The term of the above measures shall be counted from the date of issuance of the Administrative Penalty Decision. Tencent and its affiliated companies shall formulate a rectification plan according to the above measures within ten days, and report it to the State Administration for Market Regulation for review. The State Administration for Market Regulation has the right to supervise the trustee or self-supervise and inspect the performance of the above obligations by Tencent and its affiliates within three years. Tencent reports the performance of obligations to the State Administration for Market Regulation every year within three years, and will not report after the expiration of three years.</p><p>Article 67 of the Administrative Penalty Law stipulates that \"the administrative organ that makes the decision on fines shall be separated from the institution that collects the fines. Except for fines collected on the spot in accordance with the provisions of Articles 68 and 69 of this Law, the administrative organ that makes the decision on administrative penalties and its law enforcement officers shall not collect the fines by themselves. The parties concerned shall pay the fines at the designated bank or through the electronic payment system within 15 days from the date of receiving the administrative penalty decision. The bank shall receive the fine and hand it over directly to the state treasury \".</p><p>The parties concerned shall, within 15 days from the date of receipt of this administrative penalty decision, bring the payment code to any bank outlet or online banking of 12 central financial non-tax revenue collection agency banks (ICBC, Agriculture, China Construction, Communications, CITIC, Everbright, China Merchants, Postal Savings, Huaxia, Ping An and Xingye) to pay the fine according to this administrative penalty decision. Payment code: ***.</p><p>If the party concerned is dissatisfied with the above administrative penalty decision, it may apply to the State Administration for Market Regulation for administrative reconsideration within 60 days from the date of receipt of this administrative penalty decision; Or within six months from the date of receipt of this administrative penalty decision, file an administrative lawsuit with the Beijing Intellectual Property Court according to law. During the period of administrative reconsideration or administrative litigation, the execution of this administrative penalty decision shall not be suspended.</p><p>State Administration for Market Regulation</p><p>July 24, 2021<img src=\"https://static.tigerbbs.com/670343de69414ca1b966fc90740b6559\" tg-width=\"1020\" tg-height=\"642\" referrerpolicy=\"no-referrer\" width=\"100%\" height=\"auto\"></p>","collect":0,"html":"<!DOCTYPE html>\n<html>\n<head>\n<meta http-equiv=\"Content-Type\" content=\"text/html; charset=utf-8\" />\n<meta name=\"viewport\" content=\"width=device-width,initial-scale=1.0,minimum-scale=1.0,maximum-scale=1.0,user-scalable=no\"/>\n<meta name=\"format-detection\" content=\"telephone=no,email=no,address=no\" />\n<title>Administrative punishment! Tencent was ordered to lift the exclusive copyright of online music</title>\n<style type=\"text/css\">\na,abbr,acronym,address,applet,article,aside,audio,b,big,blockquote,body,canvas,caption,center,cite,code,dd,del,details,dfn,div,dl,dt,\nem,embed,fieldset,figcaption,figure,footer,form,h1,h2,h3,h4,h5,h6,header,hgroup,html,i,iframe,img,ins,kbd,label,legend,li,mark,menu,nav,\nobject,ol,output,p,pre,q,ruby,s,samp,section,small,span,strike,strong,sub,summary,sup,table,tbody,td,tfoot,th,thead,time,tr,tt,u,ul,var,video{ font:inherit;margin:0;padding:0;vertical-align:baseline;border:0 }\nbody{ font-size:16px; line-height:1.5; color:#999; background:transparent; }\n.wrapper{ overflow:hidden;word-break:break-all;padding:10px; }\nh1,h2{ font-weight:normal; line-height:1.35; margin-bottom:.6em; }\nh3,h4,h5,h6{ line-height:1.35; margin-bottom:1em; }\nh1{ font-size:24px; }\nh2{ font-size:20px; }\nh3{ font-size:18px; }\nh4{ font-size:16px; }\nh5{ font-size:14px; }\nh6{ font-size:12px; }\np,ul,ol,blockquote,dl,table{ margin:1.2em 0; }\nul,ol{ margin-left:2em; }\nul{ list-style:disc; }\nol{ list-style:decimal; }\nli,li p{ margin:10px 0;}\nimg{ max-width:100%;display:block;margin:0 auto 1em; }\nblockquote{ color:#B5B2B1; border-left:3px solid #aaa; padding:1em; }\nstrong,b{font-weight:bold;}\nem,i{font-style:italic;}\ntable{ width:100%;border-collapse:collapse;border-spacing:1px;margin:1em 0;font-size:.9em; }\nth,td{ padding:5px;text-align:left;border:1px solid #aaa; }\nth{ font-weight:bold;background:#5d5d5d; }\n.symbol-link{font-weight:bold;}\n/* header{ border-bottom:1px solid #494756; } */\n.title{ margin:0 0 8px;line-height:1.3;color:#ddd; }\n.meta {color:#5e5c6d;font-size:13px;margin:0 0 .5em; }\na{text-decoration:none; color:#2a4b87;}\n.meta .head { display: inline-block; overflow: hidden}\n.head .h-thumb { width: 30px; height: 30px; margin: 0; padding: 0; border-radius: 50%; float: left;}\n.head .h-content { margin: 0; padding: 0 0 0 9px; float: left;}\n.head .h-name {font-size: 13px; color: #eee; margin: 0;}\n.head .h-time {font-size: 12.5px; color: #7E829C; margin: 0;}\n.small {font-size: 12.5px; display: inline-block; transform: scale(0.9); -webkit-transform: scale(0.9); transform-origin: left; -webkit-transform-origin: left;}\n.smaller {font-size: 12.5px; display: inline-block; transform: scale(0.8); -webkit-transform: scale(0.8); transform-origin: left; -webkit-transform-origin: left;}\n.bt-text {font-size: 12px;margin: 1.5em 0 0 0}\n.bt-text p {margin: 0}\n</style>\n</head>\n<body>\n<div class=\"wrapper\">\n<header>\n<h2 class=\"title\">\nAdministrative punishment! Tencent was ordered to lift the exclusive copyright of online music\n</h2>\n<h4 class=\"meta\">\n<a class=\"head\" href=\"https://laohu8.com/wemedia/102\">\n\n<div class=\"h-thumb\" style=\"background-image:url(https://static.tigerbbs.com/8274c5b9d4c2852bfb1c4d6ce16c68ba);background-size:cover;\"></div>\n\n<div class=\"h-content\">\n<p class=\"h-name\">老虎资讯综合 </p>\n<p class=\"h-time smaller\">2021-07-24 10:01</p>\n</div>\n</a>\n</h4>\n</header>\n<article>\n<p>Tencent responded to being ordered to cancel the exclusive copyright of online music: The company will conscientiously abide by the decision, strictly implement regulatory requirements, operate in accordance with laws and regulations, earnestly fulfil social responsibilities, and maintain healthy competition in the market. Tencent will consolidate its responsibilities, formulate rectification measures with Tencent Music and other affiliated companies within the prescribed time limit, and complete them in an all-round way in accordance with the requirements of the penalty decision to ensure that the rectification is in place.</p><p>The State Administration for Market Regulation made an administrative penalty decision according to law, ordering Tencent and its affiliated companies to take measures to restore market competition, such as cancelling exclusive music copyrights within 30 days, stopping the payment of copyright fees such as high advance payments, and not requiring upstream copyright owners to give them conditions superior to competitors without justifiable reasons. In January 2021, based on the report, the State Administration for Market Regulation filed an investigation into Tencent Holdings Co., Ltd. (hereinafter referred to as Tencent)' s acquisition of equity interests in China Music Group in July 2016 for suspected illegal conduct of concentration of operators.</p><p>In accordance with the Anti-Monopoly Law, the State Administration for Market Regulation has ascertained the facts of illegal concentration in this transaction, and fully evaluated factors such as the share, control power, concentration degree of operators participating in the concentration in the relevant market, as well as the impact of concentration on market entry and consumers. At the same time, we extensively solicited the opinions of relevant government departments, industry associations, experts and scholars, and competitors in the same industry, and listened to Tencent's statements for many times.</p><p>The investigation shows that the relevant market in this case is the online music playing platform market in China. Genuine music copyright is the core asset and key resource of the operation of online music playing platform. In 2016, Tencent and China Music Group's relevant market shares were about 30% and 40% respectively. Tencent gained a higher market share by merging with major competitors in the market. After concentration, the exclusive music library resources occupied by the entity exceeded 80%, which may be able to urge the upstream copyright owners to reach more exclusive copyright agreements with them, or ask them to give them better trading conditions than their competitors. It may also be able to raise market entry barriers by paying high prepayments and other copyright payment modes, which has or may have the effect of excluding and restricting competition in relevant markets.</p><p>According to Article 48 of the Anti-Monopoly Law and Article 57 of the Interim Provisions on Centralized Examination of Operators, and in accordance with the principle of equal emphasis on development and standardization, the State Administration for Market Regulation made an administrative penalty decision according to law, ordering Tencent and its affiliated companies to take measures to restore market competition, such as cancelling exclusive music copyrights within 30 days, stopping the payment of copyright fees such as high advance payments, and not requiring upstream copyright holders to give them conditions superior to competitors without legitimate reasons. Tencent reports the performance of its obligations to the State Administration for Market Regulation every year within three years, and the State Administration for Market Regulation will strictly supervise its implementation according to law.</p><p>This case is the first case of taking necessary measures to restore the state of market competition since the implementation of China's Anti-Monopoly Law. Ordering Tencent to lift exclusive copyright and other measures will reshape the competition order of relevant markets, reduce market entry barriers, and give competitors a fair opportunity to reach upstream copyright resources, which is conducive to returning the focus of competition from using capital advantages to snatch copyright resources to the rational track of innovating service level and improving user experience; It is conducive to promoting the calculation of copyright fees in a reasonable way in line with international standards and reducing downstream operating costs; It is conducive to cultivating new market entrants, creating a fairer competitive environment for existing enterprises, safeguarding consumers' right to choose, ultimately benefiting consumers, and promoting the standardized innovation and healthy development of online music industry.</p><p>The following is the full text of the penalty letter:</p><p>State Administration for Market Regulation</p><p>Decision on Administrative Penalty</p><p>National Municipal Supervision Office [2021] No. 67</p><p>Parties: Tencent Holdings Limited</p><p>Residence: Creech Plaza, Huggins Avenue, Cayman Islands</p><p>In accordance with the Anti-Monopoly Law of the People's Republic of China (hereinafter referred to as the Anti-Monopoly Law) and the Interim Provisions on the Examination of Concentration of Operators, this authority launched an investigation on the suspected illegal implementation of concentration of operators in the acquisition of equity interests of China Music Group by Tencent Holdings Limited (hereinafter referred to as Tencent) on 25 January 2021.</p><p>After investigation, this case constitutes an illegal concentration of operators, which has or may have the effect of excluding or restricting competition. In accordance with the Administrative Punishment Law of the People's Republic of China (hereinafter referred to as the Administrative Punishment Law), this organ served Tencent with the Notice of Administrative Punishment, informing it of the contents, facts, reasons and basis of the proposed administrative punishment, and informing it of its rights to make statements, defend and request a hearing according to law. Tencent did not make a statement, plead or request a hearing within the prescribed time limit. The investigation and trial of this case have now ended.</p><p><ul><li>Basic situation</li></ul><b>(1) The counterparty.</b></p><p><b>Acquirer: Tencent.</b>Incorporated in the British Virgin Islands in November 1999, relocated to the British Cayman Islands in February 2004, and listed on the Hong Kong Stock Exchange in June 2004, it controls Shenzhen Tencent Computer Systems Co., Ltd., a major domestic operating entity, through an agreement. The main business includes social and communication services, social networking platforms, online music platforms, games, online video services, interactive entertainment live broadcasts, etc. In 2015, the global turnover was RMB102.863 billion (the same currency below), and the domestic turnover in China was RMB96.251 billion.</p><p><b>Acquiree: China Music Group.</b>Incorporated in the Cayman Islands in 2012, it controls Ocean Interactive (Beijing) Information Technology Co., Ltd., a major domestic operating entity, through an agreement. The main business includes online music platform, record company publishing business, copyright agency business, etc. Natural persons (omitted) have joint control as parties acting in concert. In 2015, both global and domestic turnover in China were (omitted).</p><p><b>(2) Overview of transactions.</b></p><p>On July 12, 2016, Tencent invested in China Music Group with valuation (omitted) business (mainly QQ Music business), obtained 61.64% equity interest in China Music Group, and obtained sole control over China Music Group. In December 2016, the integrated China Music Group changed its name to Tencent Music Entertainment Group. On 6 December 2017, the transaction completed the registration formalities of equity change.</p><p>Illegal facts and reasons</p><p><b>(1) This case constitutes an illegal concentration of operators.</b></p><p>Article 20 of the Anti-Monopoly Law stipulates that \"the concentration of operators refers to the following situations: (1) the merger of operators; (2) the operator obtains control over other operators by acquiring equity or assets; (3) the operator obtains control over other operators or is able to exercise decisive influence over other operators through contracts or other means\". Prior to this concentration, China Music Group was jointly controlled by natural persons (omitted). After this concentration, Tencent obtained 61.64% equity of China Music Group and obtained sole control over China Music Group, which belongs to the concentration of operators as stipulated in Article 20 of the Anti-Monopoly Law.</p><p>Tencent's global turnover in 2015 was 102.863 billion yuan, and that in China was 96.251 billion yuan. The global and domestic turnover of China Music Group in 2015 was (omitted), which met the declaration standards stipulated in Article 3 of the Regulations of the State Council on Declaration Standards for Concentration of Operators, and belonged to the circumstances that should be declared.</p><p>Article 21 of the Anti-Monopoly Law stipulates that \"if the concentration of business operators meets the declaration standards stipulated by the State Council, the business operators shall report to the anti-monopoly law enforcement agency of the State Council in advance, and those who fail to declare shall not implement the concentration\". On December 6, 2017, Tencent completed the registration of equity change, but did not report to this authority before that, which violated Article 21 of the Anti-Monopoly Law and constituted an illegal concentration of operators.</p><p>The above facts are proved by evidence such as a copy of Tencent's business license, organizational structure chart, equity relationship chart, Declaration Form for Antitrust Review of Concentration of Operators, Tencent's annual report, Written Explanation of Tencent's Related Issues, and Share Subscription Agreement.</p><p><b>(2) This case has or may have the effect of excluding or restricting competition.</b></p><p>According to the Anti-Monopoly Law and the Guidelines of the Anti-Monopoly Commission of the State Council on the Definition of Relevant Markets, and considering the characteristics of platform economy, on the basis of economic analysis and questionnaire survey, the relevant market in this case is defined as the online music playing platform market in China with horizontal overlap between the two parties.<b>Online Music Playback Platform Market</b>It refers to a platform that provides consumers with complete copyrighted music recordings through online broadcasting or downloading through the programs or websites of computers, mobile phones or other intelligent terminals. Although online karaoke, live webcast, short video platforms, etc. also provide services related to online music, their core functions, application scenarios, business models, market entry, etc. do not have a close substitution relationship with the online music playback platform market, and do not belong to the same related commodity market. As the authorization of music copyrights is restricted by the copyright laws of various countries and there are obvious geographical differences, the scope of transmission of music copyrights authorized by online music playback platforms in the PRC is generally within the PRC and is mainly targeted to users within the PRC, therefore the relevant geographical market is defined as within the PRC.</p><p>After in-depth research, this concentration has or may have the effect of excluding or restricting competition in the online music playing platform market in China:</p><p><ol><li><b>After concentration, the entity has a higher market share in the relevant market.</b></li></ol>When the concentration occurred in July 2016, the number of monthly active users of Tencent and China Music Group was 160 million and 230 million respectively, with market shares of 33.96% and 49.07% respectively; The monthly usage time of users is 805 million hours and 698 million hours respectively, and the market share is 45.77% and 39.65% respectively. Both parties rank among the top two in the market, with a total market share of more than 80%. In 2016, the total sales amount of both parties in the relevant markets (omitted) accounted for approximately 70% of the total revenue of the relevant markets. According to the share of core music copyright resources, the number of music libraries of Tencent and China Music Group is 12.1 million and 8.21 million respectively, of which the exclusive music libraries are 3.14 million and 1.3 million, and the market share of music libraries and exclusive resources both exceeds 80%.</p><p>From the analysis of the Hefendal-Hirschmann Index (HHI Index) of this market, it is 6950 after trading, which is a highly concentrated market, and the increment generated by concentration is 3350. The transactions have resulted in a further increase in the concentration of the relevant markets and further weakened competition.</p><p><ol><li><b>Focus on reducing major competitors in the relevant market.</b></li></ol>According to the survey, before the transaction, the two parties ranked in the top two in the market, with equal competitive strength and close competition with each other. According to consumers' choice of flow between alternative platforms, 73.6% of users of Tencent's QQ Music flow to Kugou Music and Kuwo Music, which are subsidiaries of China Music Group, indicating that if QQ Music raises the price or lowers the service level, 73.6% of users may flow to the platforms of China Music Group, and the two sides are close competitors with each other. Focus on reducing major competitors in the relevant markets to further weaken market competition.</p><p><ol><li><b>Concentration may further raise barriers to entry to relevant markets.</b></li></ol><b>First, it is possible to raise the barrier of copyright resources.</b>When the entity locks in more exclusive copyright resources after centralization, new entrants have to rely on their sub-licensing, which makes it more difficult to enter the relevant market. The market size brought by concentration also enables it to pay copyright fees to upstream copyright holders by paying non-refundable high advance payments in advance, which may further raise the barriers to market entry.</p><p><b>Second, it may increase the user conversion cost.</b>Focus on bringing abundant music library resources, larger user scale and sufficient usage data to Tencent. Compared with newly entered platforms, it can recommend songs that meet consumers' preferences better, resulting in a lower willingness of users to switch platforms, thus further expanding the user scale and may prevent other competitors from reaching or maintaining the critical scale.</p><p><b>Third, the market entry activity after concentration is not high.</b>According to the data, the main entry of the online music playback platform market occurred from the beginning of 2016 to July 2017. After the centralized completion at the end of 2017, the market entry activity decreased significantly.</p><p>To sum up, Tencent has a high market share in the online music playback platform market in China through this item, which may enable it to urge upstream copyright owners to give exclusive copyright authorization to it, or provide it with conditions that are better than competitors. It may also enable Tencent to raise market entry barriers by paying high advance payments, which has or may have the effect of excluding and restricting competition in relevant markets.</p><p>At the same time, the survey found that China's online music playing platform market is developing rapidly, and the market share of Tencent's main competitors (omitted) is also showing a rapid growth rate, from less than 6% when the concentration occurred to nearly 18%, an increase of about 200%, indicating that competitors have a tendency to strengthen their competition constraints. In addition, in recent years, there has been a certain trend of dynamic competition and cross-border integration between online music playback platforms and other platforms. Some short video platforms with a wide user base may become competitors in related markets in the future if they obtain enough music copyright resources.</p><p>The above facts are proved by evidence such as statistical data of third-party organizations and industry analysis reports, Questionnaire Survey Report, Economic Analysis Report, Authorization Agreement and Sublicensing Agreement provided by Tencent and related parties, and replies from industry authorities and other relevant parties.</p><p>Basis and Decision of Administrative Penalty</p><p>Article 48 of the Anti-Monopoly Law stipulates that \"if an operator carries out concentration in violation of the provisions of this Law, the anti-monopoly law enforcement agency of the State Council shall order it to stop the concentration, dispose of shares or assets within a time limit, transfer business within a time limit, and take other necessary measures to restore it to the state before concentration, and may impose a fine of not more than 500,000 yuan\". Article 49 of the Anti-Monopoly Law stipulates that \"for the fines stipulated in Articles 46, 47 and 48 of this Law, the anti-monopoly law enforcement agency shall take into account factors such as the nature, extent and duration of the illegal act when determining the specific amount of the fine\".</p><p>According to the above provisions, based on the above investigation and evaluation conclusions, this organ has made the following handling decisions on Tencent:</p><p><b>(1) Order Tencent and its affiliates to take the following measures to restore competition in relevant markets:</b></p><p>1. No exclusive copyright agreement (the scope of copyright includes the information network dissemination right of all music works and sound recordings) or other exclusive agreement shall be reached or reached in disguise with the upstream copyright party. If it has been reached, it shall be terminated within 30 days from the date of issuance of this decision, except for exclusive cooperation with independent musicians (natural persons who refer to the original rights holder of music works or sound recordings and license the copyright with music platforms in their own name and have never entered into an agreement with any record company or brokerage company) or new song debut. Exclusive collaborations with independent musicians may not exceed three years, and exclusive collaborations with new song debuts may not exceed thirty days.</p><p>2. Without valid reasons, the upstream copyright holder shall not be required or disguised to give the party conditions that are superior to other competitors, including but not limited to the scope of license, license amount, license term, etc., or any agreement or agreement terms related thereto. If it has been reached, it shall be lifted within thirty days from the date of issuance of this decision.</p><p>3. Quote to the upstream copyright owner according to factors such as the actual use of copyright, user payment, song unit price, application scenario, contract signing period, etc. It is not allowed to increase the cost of competitors in disguised form through high advance payment and other means to eliminate or restrict competition.</p><p><b>(2) A fine of 500,000 yuan will be imposed.</b></p><p><b>(3) Declare the concentration of operators according to law.</b></p><p>1. If the concentration of operators meets the declaration standards stipulated by the State Council, it shall report to the State Administration for Market Regulation in advance, and if it fails to declare, concentration shall not be implemented.</p><p>2. If the concentration of operators fails to meet the declaration standard, but the concentration of operators has or may have the effect of excluding or restricting competition, it shall report to the State Administration for Market Regulation in advance, and the concentration shall not be implemented if it is not declared.</p><p>3. If the transaction does not constitute a concentration of operators, except for the protection of the rights and interests of minority shareholders stipulated by law, it is not allowed to participate in the business decision-making of relevant enterprises, and report the basic situation of the transaction to the State Administration for Market Regulation in the annual report.</p><p><b>Operate in accordance with laws and regulations, and establish and improve a long-term mechanism for fair participation in market competition.</b></p><p>1. Comprehensively standardize one's own competition behavior, carry out comprehensive and in-depth self-examination in accordance with the Anti-Monopoly Law, and examine and standardize one's own business behavior.</p><p>2. Strictly implement the main responsibilities of platform enterprises, constantly improve the internal governance rules of the platform, and cooperate with other operators in accordance with the principles of fairness, reasonableness and non-discrimination.</p><p>3. Improve the internal compliance control system of the enterprise, establish and effectively implement the anti-monopoly compliance system, and consciously safeguard fair competition.</p><p>4. Protect the legitimate rights and interests of consumers. Fully protect the rights of consumers, set reasonable charges and prices, and protect consumers' privacy.</p><p>5. Actively safeguard fair competition and promote innovation and development of the industry.</p><p>The term of the above measures shall be counted from the date of issuance of the Administrative Penalty Decision. Tencent and its affiliated companies shall formulate a rectification plan according to the above measures within ten days, and report it to the State Administration for Market Regulation for review. The State Administration for Market Regulation has the right to supervise the trustee or self-supervise and inspect the performance of the above obligations by Tencent and its affiliates within three years. Tencent reports the performance of obligations to the State Administration for Market Regulation every year within three years, and will not report after the expiration of three years.</p><p>Article 67 of the Administrative Penalty Law stipulates that \"the administrative organ that makes the decision on fines shall be separated from the institution that collects the fines. Except for fines collected on the spot in accordance with the provisions of Articles 68 and 69 of this Law, the administrative organ that makes the decision on administrative penalties and its law enforcement officers shall not collect the fines by themselves. The parties concerned shall pay the fines at the designated bank or through the electronic payment system within 15 days from the date of receiving the administrative penalty decision. The bank shall receive the fine and hand it over directly to the state treasury \".</p><p>The parties concerned shall, within 15 days from the date of receipt of this administrative penalty decision, bring the payment code to any bank outlet or online banking of 12 central financial non-tax revenue collection agency banks (ICBC, Agriculture, China Construction, Communications, CITIC, Everbright, China Merchants, Postal Savings, Huaxia, Ping An and Xingye) to pay the fine according to this administrative penalty decision. Payment code: ***.</p><p>If the party concerned is dissatisfied with the above administrative penalty decision, it may apply to the State Administration for Market Regulation for administrative reconsideration within 60 days from the date of receipt of this administrative penalty decision; Or within six months from the date of receipt of this administrative penalty decision, file an administrative lawsuit with the Beijing Intellectual Property Court according to law. During the period of administrative reconsideration or administrative litigation, the execution of this administrative penalty decision shall not be suspended.</p><p>State Administration for Market Regulation</p><p>July 24, 2021<img src=\"https://static.tigerbbs.com/670343de69414ca1b966fc90740b6559\" tg-width=\"1020\" tg-height=\"642\" referrerpolicy=\"no-referrer\" width=\"100%\" height=\"auto\"></p>\n</article>\n</div>\n</body>\n</html>\n","type":0,"thumbnail":"https://static.tigerbbs.com/e7799eeb7043b8caaf3d109c3b13109e","relate_stocks":{"00700":"腾讯控股","QNETCN":"纳斯达克中美互联网老虎指数","TCEHY":"腾讯控股ADR"},"is_english":false,"share_image_url":"https://static.laohu8.com/e9f99090a1c2ed51c021029395664489","article_id":"1170350340","content_text":"腾讯回应被责令解除网络音乐独家版权：公司将认真遵守决定，严格落实监管要求，依法合规经营，切实履行社会责任，维护市场的良性竞争。腾讯将压实责任，与腾讯音乐等关联公司在规定时限内制定整改措施方案，按照处罚决定要求全面不折不扣地完成，确保整改到位。\n\n 市场监管总局依法作出行政处罚决定，责令腾讯及关联公司采取三十日内解除独家音乐版权、停止高额预付金等版权费用支付方式、无正当理由不得要求上游版权方给予其优于竞争对手的条件等恢复市场竞争状态的措施。\n\n2021年1月，市场监管总局根据举报，对腾讯控股有限公司（以下简称腾讯）2016年7月收购中国音乐集团股权涉嫌违法实施经营者集中行为立案调查。\n市场监管总局依据《反垄断法》，查清本交易违法实施集中的事实，充分评估参与集中的经营者在相关市场的份额、控制力、集中度以及集中对市场进入和消费者影响等因素。同时，广泛征求有关政府部门、行业协会、专家学者、同业竞争者意见，并多次听取腾讯陈述意见。\n调查表明，本案相关市场为中国境内网络音乐播放平台市场。正版音乐版权是网络音乐播放平台运营的核心资产和关键性资源。2016年腾讯和中国音乐集团在相关市场份额分别为30%和40%左右，腾讯通过与市场主要竞争对手合并，获得较高的市场份额，集中后实体占有的独家曲库资源超过80%，可能有能力促使上游版权方与其达成更多独家版权协议，或要求给予其优于竞争对手的交易条件，也可能有能力通过支付高额预付金等版权付费模式提高市场进入壁垒，对相关市场具有或者可能具有排除、限制竞争效果。\n根据《反垄断法》第四十八条、《经营者集中审查暂行规定》第五十七条规定，按照发展和规范并重的原则，市场监管总局依法作出行政处罚决定，责令腾讯及关联公司采取三十日内解除独家音乐版权、停止高额预付金等版权费用支付方式、无正当理由不得要求上游版权方给予其优于竞争对手的条件等恢复市场竞争状态的措施。腾讯三年内每年向市场监管总局报告履行义务情况，市场监管总局将依法严格监督其执行情况。\n本案为我国《反垄断法》实施以来对违法实施经营者集中采取必要措施恢复市场竞争状态的第一起案件。责令腾讯解除独家版权等措施将重塑相关市场竞争秩序，降低市场进入壁垒，使竞争者均有公平触达上游版权资源的机会，有利于将竞争的焦点从利用资本优势抢夺版权资源回归到创新服务水平、提高用户体验的理性轨道上来；有利于推动与国际接轨的合理方式计算版权费用，减轻下游运营成本；有利于培育新的市场进入者，并为现存企业创造更公平的竞争环境，保障消费者选择权，最终惠及广大消费者，促进网络音乐产业规范创新健康发展。\n以下为处罚书全文:\n国家市场监督管理总局\n行政处罚决定书\n国市监处〔2021〕67号\n当事人：腾讯控股有限公司\n住 所：开曼群岛哈金斯大道克里奇广场\n根据《中华人民共和国反垄断法》（以下简称《反垄断法》）、《经营者集中审查暂行规定》，本机关于2021年1月25日对腾讯控股有限公司（以下简称腾讯）收购中国音乐集团股权涉嫌违法实施经营者集中进行立案调查。\n经查，该案构成违法实施的经营者集中，具有或者可能具有排除、限制竞争的效果。本机关按照《中华人民共和国行政处罚法》（以下简称《行政处罚法》）规定，向腾讯送达《行政处罚告知书》，告知其拟作出的行政处罚内容及事实、理由、依据，并告知其依法享有的陈述、申辩和要求听证等权利。腾讯在规定期限内没有提出陈述、申辩或要求听证。本案现已调查、审理终结。\n\n基本情况\n\n（一）交易方。\n收购方：腾讯。1999年11月于英属维尔京群岛注册成立，2004年2月迁册至英属开曼群岛，2004年6月在香港联交所上市，通过协议控制境内主要运营实体深圳市腾讯计算机系统有限公司。主要业务包括社交和通信服务、社交网络平台、网络音乐平台、游戏、网络视频服务、互动娱乐直播等。2015年全球营业额为1028.63亿元人民币（币种下同），中国境内营业额为962.51亿元。\n被收购方：中国音乐集团。2012年于开曼群岛注册成立，通过协议控制境内主要运营实体海洋互动（北京）信息技术有限公司。主要业务包括网络音乐平台、唱片公司出版业务、版权代理业务等。自然人（略）作为一致行动人拥有共同控制权。2015年全球及中国境内营业额均为（略）。\n（二）交易概况。\n2016年7月12日，腾讯以估值（略）的业务（主要是QQ音乐业务）投入中国音乐集团，获得中国音乐集团61.64%股权，取得对中国音乐集团的单独控制权。2016年12月，整合后的中国音乐集团更名为腾讯音乐娱乐集团。2017年12月6日，交易完成股权变更登记手续。\n二、违法事实及理由\n（一）本案构成违法实施的经营者集中。\n《反垄断法》第二十条规定“经营者集中是指下列情形：（一）经营者合并；（二）经营者通过取得股权或者资产的方式取得对其他经营者的控制权；（三）经营者通过合同等方式取得对其他经营者的控制权或者能够对其他经营者施加决定性影响”。本项集中前，中国音乐集团由自然人（略）共同控制。本项集中后，腾讯获得中国音乐集团61.64%股权，取得对中国音乐集团单独控制权，属于《反垄断法》第二十条规定的经营者集中。\n腾讯2015年全球营业额为1028.63亿元，中国境内营业额为962.51亿元，中国音乐集团2015年全球及中国境内营业额均为（略），达到《国务院关于经营者集中申报标准的规定》第三条规定的申报标准，属于应当申报的情形。\n《反垄断法》第二十一条规定“经营者集中达到国务院规定的申报标准的，经营者应当事先向国务院反垄断执法机构申报，未申报的不得实施集中”。2017年12月6日，腾讯完成股权变更登记，在此之前未向本机关申报，违反《反垄断法》第二十一条规定，构成违法实施的经营者集中。\n以上事实，有腾讯营业执照复印件、组织架构图、股权关系图、《经营者集中反垄断审查申报表》、腾讯年报、《腾讯相关问题的书面说明》、《股份认购协议》等证据证明。\n（二）本案具有或者可能具有排除、限制竞争的效果。\n根据《反垄断法》和《国务院反垄断委员会关于相关市场界定的指南》规定，同时考虑平台经济特点，在经济学分析和问卷调查基础上，本案相关市场界定为交易双方存在横向重叠的中国境内网络音乐播放平台市场。网络音乐播放平台市场是指通过电脑端、手机端或者其他智能终端的程序或网站，以在线播放或下载方式向消费者提供完整版权音乐录音制品播放服务的平台。网络K歌、网络直播、短视频平台等虽也提供与网络音乐相关的服务，但其核心功能、应用场景、商业模式、市场进入等与网络音乐播放平台市场不具有紧密替代关系，不属于同一相关商品市场。由于音乐版权的授权受各国著作权法规定限制，具有明显的地域差异，中国的网络音乐播放平台获得授权的音乐版权传播范围一般为中国境内，且主要面向中国境内用户，因此相关地域市场界定为中国境内。\n经深入研究，本项集中对中国境内网络音乐播放平台市场具有或者可能具有排除、限制竞争效果：\n\n集中后实体在相关市场具有较高市场份额。\n\n2016年7月集中发生时，腾讯和中国音乐集团的月活跃用户数分别为1.6亿人、2.3亿人，市场份额分别为33.96%、49.07%；用户月使用时长分别为8.05亿小时、6.98亿小时，市场份额分别为45.77%、39.65%，集中双方均列市场前两位，合计市场份额超过80%。2016年集中双方在相关市场的销售金额合计（略），约占相关市场总收入规模的70%。以音乐版权核心资源占有率计算，腾讯和中国音乐集团的曲库数量分别为1210万、821万，其中独家曲库为314万、130万，曲库和独家资源的市场占有率均超过80%。\n从该市场赫芬达尔－赫希曼指数（HHI指数）分析，交易后为6950，为高度集中市场，集中产生的增量为3350。交易导致相关市场集中度进一步提高，竞争被进一步削弱。\n\n集中减少相关市场主要竞争对手。\n\n调查显示，交易前集中双方居市场前两位，竞争实力相当，彼此竞争较为紧密。根据消费者在替代性平台之间的流向选择显示，腾讯旗下QQ音乐73.6%的用户流向了中国音乐集团旗下的酷狗音乐和酷我音乐，表明如果QQ音乐提高价格或降低服务水平，可能有73.6%的用户流向中国音乐集团旗下平台，双方互为较为紧密竞争者。集中减少相关市场主要竞争对手，进一步削弱市场竞争。\n\n集中可能进一步提高相关市场进入壁垒。\n\n一是可能提高版权资源壁垒。在集中后实体锁定较多独家版权资源的情况下，新进入者须依靠其转授权，进入相关市场较为困难。由集中带来的市场规模也使其有能力通过提前支付不可返还的高额预付金等方式向上游版权方支付版权费用，可能进一步提高市场进入壁垒。\n二是可能增加用户转换成本。集中为腾讯带来较为丰富的曲库资源、较大的用户规模及充足的使用数据，相比新进入平台更能推荐符合消费者偏好的歌曲，导致用户转换平台意愿降低，从而进一步扩大用户规模，可能阻止其他竞争者达到或维持临界规模。\n三是集中后市场进入活跃度不高。数据显示，网络音乐播放平台市场的主要进入发生在2016年初至2017年7月，2017年底集中完成后，该市场进入活跃度下降较明显。\n综上，腾讯通过本项集中在中国境内网络音乐播放平台市场具有较高市场份额，可能使其有能力促使上游版权方对其进行独家版权授权，或者向其提供优于竞争对手的条件，也可能使腾讯有能力通过支付高额预付金等方式提高市场进入壁垒，对相关市场具有或者可能具有排除、限制竞争的效果。\n调查同时发现，中国网络音乐播放平台市场发展较为迅速，腾讯主要竞争对手（略）的市场份额也呈现较快速度增长，由集中发生时的不足6%增长至近18%，增长200%左右，说明竞争对手对其竞争约束有增强的趋势。此外，网络音乐播放平台与其他平台之间近年来呈现出一定的动态竞争和跨界融合趋势，一些拥有广泛用户基础的短视频平台，如果再获得足够数量的音乐版权资源，在未来有可能成为相关市场的竞争者。\n以上事实，有第三方机构统计数据和行业分析报告、《问卷调查报告》、《经济学分析报告》、腾讯和相关方提供的《授权协议》和《转授权协议》、行业主管部门等相关方的回复意见等证据证明。\n三、行政处罚依据和决定\n《反垄断法》第四十八条规定“经营者违反本法规定实施集中的，由国务院反垄断执法机构责令停止实施集中、限期处分股份或者资产、限期转让营业以及采取其他必要措施恢复到集中前的状态，可以处五十万元以下的罚款”。《反垄断法》第四十九条规定“对本法第四十六条、第四十七条、第四十八条规定的罚款，反垄断执法机构确定具体罚款数额时，应当考虑违法行为的性质、程度和持续的时间等因素”。\n根据上述规定，基于上述调查情况和评估结论，本机关对腾讯作出如下处理决定：\n（一）责令腾讯及其关联公司采取以下措施恢复相关市场竞争状态：\n1. 不得与上游版权方达成或变相达成独家版权协议（版权范围包括所有音乐作品及录音制品的信息网络传播权）或其他排他性协议，已经达成的，须在本决定发布之日起三十日内解除，与独立音乐人（是指音乐作品或录音制品的原始权利人，并以个人名义与音乐平台进行版权授权，且从未与任何唱片公司或经纪公司签订协议的自然人）或新歌首发的独家合作除外。与独立音乐人的独家合作期限不得超过三年，与新歌首发的独家合作期限不得超过三十日。\n2. 没有正当理由，不得要求或变相要求上游版权方给予当事人优于其他竞争对手的条件，包括但不限于授权范围、授权金额、授权期限等，或与之相关的任何协议或协议条款。已经达成的，须在本决定发布之日起三十日内解除。\n3. 依据版权实际使用情况、用户付费情况、歌曲单价、应用场景、签约期限等因素向上游版权方报价，不得通过高额预付金等方式变相提高竞争对手成本，排除、限制竞争。\n（二）处以50万元罚款。\n（三）依法申报经营者集中。\n1.经营者集中达到国务院规定的申报标准的，应当事先向市场监管总局申报，未申报的不得实施集中。\n2.经营者集中未达到申报标准，但该经营者集中具有或者可能具有排除、限制竞争效果的，应当事先向市场监管总局申报，未申报的不得实施集中。\n3.交易未构成经营者集中的，除法律规定的保护小股东权益事项外，不得参与相关企业经营决策，并在每年的年度报告中向市场监管总局报告交易基本情况等内容。\n（四）依法合规经营，建立健全公平参与市场竞争的长效机制。\n1.全面规范自身竞争行为，对照《反垄断法》开展全面深入自查，检视并规范自身经营行为。\n2.严格落实平台企业主体责任，不断完善平台内部治理规则，按照公平、合理、无歧视原则与其他经营者开展合作。\n3.完善企业内部合规控制制度，建立并有效执行反垄断合规制度，自觉维护公平竞争。\n4.保护消费者合法权益。充分保障消费者各项权利，合理制定收费价格，保护消费者隐私。\n5.积极维护公平竞争，推动行业创新发展。\n以上措施期限自《行政处罚决定书》下发之日起算，腾讯及其关联公司须在十日内对照上述措施制定整改方案，并报市场监管总局审核。市场监管总局三年内有权通过监督受托人或自行监督检查腾讯及其关联公司履行上述义务的情况，腾讯三年内每年向市场监管总局报告履行义务情况，三年到期后不再报告。\n《行政处罚法》第六十七条规定“作出罚款决定的行政机关应当与收缴罚款的机构分离。除依照本法第六十八条、第六十九条的规定当场收缴的罚款外，作出行政处罚决定的行政机关及其执法人员不得自行收缴罚款。当事人应当自收到行政处罚决定书之日起十五日内，到指定的银行或者通过电子支付系统缴纳罚款。银行应当收受罚款，并将罚款直接上缴国库”。\n当事人应当自收到本行政处罚决定书之日起十五日内，根据本行政处罚决定书，携缴款码到12家中央财政非税收入收缴代理银行（工、农、中、建、交、中信、光大、招商、邮储、华夏、平安、兴业）任一银行网点或者网上银行交纳罚款。缴款码：***。\n当事人如对上述行政处罚决定不服，可以自收到本行政处罚决定书之日起六十日内，向国家市场监督管理总局申请行政复议；或者自收到本行政处罚决定书之日起六个月内，依法向北京知识产权法院提起行政诉讼。行政复议或者行政诉讼期间，本行政处罚决定不停止执行。\n市场监管总局\n2021年7月24日","news_type":1,"symbols_score_info":{"00700":0.9,"QNETCN":0.9,"TCEHY":0.9}},"isVote":1,"tweetType":1,"viewCount":1490,"authorTweetTopStatus":1,"verified":2,"comments":[],"imageCount":0,"langContent":"EN","totalScore":0},{"id":181983885,"gmtCreate":1623370498847,"gmtModify":1704201785951,"author":{"id":"3583704130545629","authorId":"3583704130545629","name":"小MMM","avatar":"https://static.tigerbbs.com/a66b4ca323cc80226881d10ecdd4f091","crmLevel":1,"crmLevelSwitch":0,"followedFlag":false,"idStr":"3583704130545629","authorIdStr":"3583704130545629"},"themes":[],"htmlText":"1","listText":"1","text":"1","images":[],"top":1,"highlighted":1,"essential":1,"paper":1,"likeSize":3,"commentSize":0,"repostSize":0,"link":"https://ttm.financial/post/181983885","repostId":"1130995875","repostType":2,"isVote":1,"tweetType":1,"viewCount":1277,"authorTweetTopStatus":1,"verified":2,"comments":[],"imageCount":0,"langContent":"EN","totalScore":0}],"lives":[]}
