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小MMM
2021-07-24
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Administrative penalties were imposed! Tencent was ordered to terminate the exclusive copyright of online music.
小MMM
2021-06-11
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Tencent was ordered to terminate 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 the order to terminate its exclusive online music copyright: The company will strictly abide by the decision, strictly implement regulatory requirements, operate in accordance with laws and regulations, earnestly fulfill its social responsibilities, and maintain healthy competition in the market. Tencent will fulfill its responsibilities, work with Tencent Music and other affiliated companies to formulate rectification measures within the prescribed time limit, and complete the rectification in full and without compromise 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 has issued an administrative penalty decision in accordance with the law, ordering Tencent and its affiliated companies to take measures to restore market competition, such as terminating exclusive music copyrights within 30 days, ceasing payment of copyright fees such as high prepayments, and prohibiting upstream copyright holders from providing them with conditions better than competitors without justifiable reason. In January 2021, based on a report, the State Administration for Market Regulation initiated an investigation into Tencent Holdings Limited (hereinafter referred to as Tencent) for suspected illegal concentration of operators in its acquisition of equity in China Music Group in July 2016.</p><p>In accordance with the Anti-Monopoly Law, the State Administration for Market Regulation investigated the facts of the illegal concentration in this transaction and fully assessed the market share, control, concentration, and impact of the concentration on market entry and consumers of the operators participating in the concentration. At the same time, we widely solicited opinions from relevant government departments, industry associations, experts and scholars, and competitors, and listened to Tencent's statements on multiple occasions.</p><p>The investigation indicates that the relevant market in this case is the online music playback platform market within China. Genuine music copyright is the core asset and key resource for the operation of online music playback platforms. In 2016, Tencent and China Music Group held approximately 30% and 40% market shares in the relevant market, respectively. Tencent gained a relatively high market share by merging with its major competitors. After the merger, the physical entity would own more than 80% of the exclusive music library resources. This may have the ability to prompt upstream copyright holders to reach more exclusive copyright agreements with it, or to demand that it be given better transaction conditions than its competitors. It may also have the ability to increase market entry barriers through copyright payment models such as paying high prepayments, which has or may have the effect of excluding or restricting competition in the relevant market.</p><p>In accordance with Article 48 of the Anti-Monopoly Law and Article 57 of the Interim Provisions on the Review of Concentrations of Business Undertakings, and in accordance with the principle of giving equal importance to development and standardization, the State Administration for Market Regulation has made an administrative penalty decision, ordering Tencent and its affiliated companies to take measures to restore market competition, such as terminating exclusive music copyrights within 30 days, ceasing payment of copyright fees such as high prepayments, and prohibiting upstream copyright holders from giving them conditions that are better than those of competitors without justifiable reason. Tencent will report its fulfillment of its obligations to the State Administration for Market Regulation annually for three years, and the State Administration for Market Regulation will strictly supervise its implementation in accordance with the law.</p><p>This case is the first case since the implementation of my country's Anti-Monopoly Law in which necessary measures have been taken to restore market competition by illegally concentrating business operators. Measures such as ordering Tencent to terminate its exclusive copyright will reshape the competitive order in relevant markets, lower market entry barriers, and give competitors fair access to upstream copyright resources. This will help shift the focus of competition from leveraging capital advantages to seize copyright resources back to a rational track of innovating service levels and improving user experience. This will help promote a reasonable way to calculate copyright fees in line with international standards and reduce downstream operating costs; This will help cultivate new market entrants, create a fairer competitive environment for existing companies, protect consumers' right to choose, ultimately benefit consumers, and promote the standardized, innovative, and healthy development of the online music industry.</p><p>The following is the full text of the penalty notice:</p><p>State Administration for Market Regulation</p><p>Administrative penalty decision</p><p>State Council Market Supervision Office [2021] No.</p><p>Party: Tencent Holdings Limited</p><p>Address: 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 Review of Concentration of Undertakings\", this agency has initiated an investigation into Tencent Holdings Limited's (hereinafter referred to as Tencent) acquisition of equity in China Music Group on January 25, 2021, which is suspected of illegally implementing concentration of undertakings.</p><p>An investigation revealed that the case constituted an illegal concentration of business operators, which had or may have the effect of excluding or restricting competition. In accordance with the provisions of the Administrative Penalty Law of the People's Republic of China (hereinafter referred to as the \"Administrative Penalty Law\"), this agency serves Tencent with the \"Notice of Administrative Penalty\", informing it of the content, facts, reasons and basis of the proposed administrative penalty, and informing it of its rights to make statements, defenses and request hearings in accordance with the law. Tencent did not make any statements, defenses, or request a hearing within the prescribed time limit. The investigation and trial of this case have now concluded.</p><p><ul><li>Basic Information</li></ul><b>(a) Parties to the transaction.</b></p><p><b>Acquirer: Tencent.</b>It was 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. Through an agreement, it controlled its main domestic operating entity, Shenzhen Tencent Computer Systems Co., Ltd. Its main businesses include social and communication services, social networking platforms, online music platforms, games, online video services, and interactive entertainment live streaming. In 2015, global revenue was RMB 102.863 billion (the same in currency below), while domestic revenue in China was RMB 96.251 billion.</p><p><b>Acquiree: China Music Group.</b>It was incorporated in the Cayman Islands in 2012 and controlled Ocean Interactive (Beijing) Information Technology Co., Ltd., its main domestic operating entity, through an agreement. Its main businesses include online music platforms, record company publishing, and copyright agency. Natural persons (omitted) have joint control as parties acting in concert. Both global and domestic sales in 2015 were (omitted).</p><p><b>(ii) Transaction overview.</b></p><p>On July 12, 2016, Tencent invested in China Music Group through a valuation (omitted) business (mainly QQ Music business), acquiring a 61.64% stake in China Music Group and gaining sole control of China Music Group. In December 2016, the merged China Music Group was renamed Tencent Music Entertainment Group. On December 6, 2017, the transaction completed the equity change registration procedures.</p><p>II. Illegal Facts and Reasons</p><p><b>(i) This case constitutes an illegal concentration of business operators.</b></p><p>Article 20 of the Anti-Monopoly Law stipulates that \"a concentration of undertakings refers to the following circumstances: (1) a merger of undertakings; (2) an undertaking acquiring control over other undertakings by acquiring equity or assets; (3) an undertaking acquiring control over other undertakings or being able to exert decisive influence over other undertakings through contracts or other means.\" Prior to this merger, China Music Group was jointly controlled by natural persons (omitted). Following this merger, Tencent will acquire a 61.64% stake in China Music Group and gain sole control of the group, which falls under the category of a concentration of undertakings as stipulated in Article 20 of the Anti-Monopoly Law.</p><p>Tencent's global revenue in 2015 was RMB 102.863 billion, and its domestic revenue in China was RMB 96.251 billion. China Music Group's global and domestic revenue in 2015 were both (omitted), meeting the reporting standards stipulated in Article 3 of the \"Regulations of the State Council on the Reporting Standards for Concentration of Undertakings\" and falling under the circumstances that should be reported.</p><p>Article 21 of the Anti-Monopoly Law stipulates that \"if a concentration of undertakings meets the application standards stipulated by the State Council, the undertaking shall apply to the anti-monopoly law enforcement agency of the State Council in advance, and the concentration shall not be carried out without applying.\" On December 6, 2017, Tencent completed its equity change registration. Prior to this, it failed to file a report with the authorities, which violated Article 21 of the Anti-Monopoly Law and constituted an illegal concentration of undertakings.</p><p>The above facts are supported by evidence such as a copy of Tencent's business license, organizational structure chart, equity relationship chart, \"Application Form for Anti-Monopoly Review of Concentration of Undertakings\", Tencent's annual report, \"Written Explanation of Relevant Issues of Tencent\", and \"Share Subscription Agreement\".</p><p><b>(ii) This case has or may have the effect of excluding or restricting competition.</b></p><p>In accordance with the provisions of the Anti-Monopoly Law and the Guidelines of the Anti-Monopoly Commission of the State Council on the Definition of Relevant Markets, and taking into account the characteristics of the platform economy, and based on economic analysis and questionnaire surveys, the relevant market in this case is defined as the domestic online music playback platform market in China where there is horizontal overlap between the two parties to the transaction.<b>Online music playback platform market</b>This refers to a platform that provides consumers with complete copyrighted music recording playback services through programs or websites on computers, mobile phones, or other smart terminals, either through online playback or download. Although online karaoke, online live streaming, and short video platforms also provide services related to online music, their core functions, application scenarios, business models, and market entry are not closely substituted for the online music playback platform market and do not belong to the same related product market. Because the authorization of music copyrights is restricted by the copyright laws of various countries and has significant regional differences, the authorized music copyright dissemination scope of Chinese online music playback platforms is generally within China and is mainly aimed at users within China. Therefore, the relevant regional market is defined as within China.</p><p>After in-depth research, this focus has or may have the effect of excluding or restricting competition in the domestic online music playback platform market in China:</p><p><ol><li><b>After the concentration, the entity has a higher market share in the relevant market.</b></li></ol>When the concentration occurred in July 2016, Tencent and China Music Group had 160 million and 230 million monthly active users respectively, with market shares of 33.96% and 49.07%. The monthly usage time of users was 805 million hours and 698 million hours respectively, with market shares of 45.77% and 39.65% respectively. Both parties ranked first and second in the market, with a combined market share of over 80%. In 2016, the total sales amount of the two parties in the relevant markets (omitted) accounted for approximately 70% of the total revenue in the relevant markets. Based on the market share of core music copyright resources, Tencent and China Music Group have 12.1 million and 8.21 million music libraries respectively, of which 3.14 million and 1.3 million are exclusive music libraries. The market share of both music libraries and exclusive resources exceeds 80%.</p><p>According to the Huffindal-Hirschmann Index (HHI) analysis of the market, it was 6950 after trading, indicating a highly concentrated market, with a concentrated increase of 3350. The transaction further increased the concentration of the relevant markets and further weakened competition.</p><p><ol><li><b>Concentrate on reducing major competitors in relevant markets.</b></li></ol>The survey shows that before the transaction, the two parties were the top two in the market, with equal competitive strength and close competition. According to consumers' choices between alternative platforms, 73.6% of users of Tencent's QQ Music have switched to Kugou Music and Kuwo Music, both subsidiaries of China Music Group. This indicates that if QQ Music raises prices or lowers service levels, 73.6% of users may switch to China Music Group's platforms, making them close competitors. We will focus on reducing major competitors in relevant markets and further weaken market competition.</p><p><ol><li><b>Concentration may further increase the barriers to entry in related markets.</b></li></ol><b>First, it may increase the barriers to entry for copyright resources.</b>With entities securing a significant amount of exclusive copyright resources after concentration, new entrants must rely on their sub-licensing, making it more difficult to enter the relevant market. The market size brought about by concentration also enables it to pay copyright fees to upstream copyright holders by paying large, non-refundable prepayments in advance, which may further increase market entry barriers.</p><p><b>Secondly, it may increase user conversion costs.</b>This brings Tencent a relatively rich music library, a large user base, and ample usage data. Compared to newcomers to the platform, it can recommend songs that meet consumer preferences, reducing users' willingness to switch platforms, thereby further expanding the user base and potentially preventing other competitors from reaching or maintaining a critical scale.</p><p><b>Third, the market entry activity was not high after the concentration.</b>Data shows that the main entry into the online music playback platform market occurred from early 2016 to July 2017. After the concentrated entry was completed at the end of 2017, the market activity declined significantly.</p><p>In summary, Tencent's high market share in the online music playback platform market in China through this concentration may enable it to persuade upstream copyright holders to grant it exclusive copyright licenses or provide it with better terms than its competitors. It may also enable Tencent to raise market entry barriers by paying high prepayments, which may or may not have the effect of excluding or restricting competition in the relevant market.</p><p>The survey also found that the Chinese online music playback platform market is developing rapidly, and the market share of Tencent's main competitors (omitted) is also growing rapidly, from less than 6% at the time of concentration to nearly 18%, an increase of about 200%, indicating that competitors are increasingly constraining its competition. In addition, online music playback platforms have shown a certain dynamic competition and cross-industry integration trend with other platforms in recent years. Some short video platforms with a broad user base may become competitors in related markets in the future if they acquire a sufficient number of music copyright resources.</p><p>The above facts are supported by evidence such as statistical data and industry analysis reports from third-party organizations, questionnaire survey reports, economic analysis reports, licensing agreements and sub-licensing agreements provided by Tencent and related parties, and responses from industry regulatory authorities and other relevant parties.</p><p>III. Basis and Decision for Administrative Penalties</p><p>Article 48 of the Anti-Monopoly Law stipulates that \"if an undertaking violates the provisions of this Law by implementing a concentration, the anti-monopoly law enforcement agency under the State Council shall order it to cease the concentration, dispose of its shares or assets within a specified period, transfer its business within a specified period, and take other necessary measures to restore it to the state before the concentration, and may impose a fine of up to 500,000 yuan.\" Article 49 of the Anti-Monopoly Law stipulates that \"when determining the specific amount of the fines stipulated in Articles 46, 47 and 48 of this Law, the anti-monopoly enforcement agency shall take into account factors such as the nature, degree and duration of the illegal act.\"</p><p>In accordance with the aforementioned regulations, and based on the aforementioned investigation findings and assessment conclusions, this agency has made the following decision regarding Tencent:</p><p><b>(i) Tencent and its affiliated companies are ordered to take the following measures to restore the relevant market competition:</b></p><p>1. No exclusive copyright agreement (the copyright scope includes the information network dissemination rights of all musical works and recordings) or other exclusive agreement may be reached or indirectly reached with upstream copyright holders. If such agreement has been reached, it must be terminated within thirty days from the date of this decision, except for exclusive collaborations with independent musicians (referring to the original rights holders of musical works or recordings who have authorized the copyright with music platforms in their own name and have never signed an agreement with any record company or brokerage company) or the premiere of new songs. Exclusive collaborations with independent musicians shall not exceed three years, and exclusive collaborations with new song premieres shall not exceed thirty days.</p><p>2. Without justifiable reason, it is prohibited to demand or indirectly demand that the upstream copyright holder grant the party conditions superior to other competitors, including but not limited to the scope of authorization, the amount of authorization, the term of authorization, etc., or any agreement or agreement terms related thereto. Any agreement already reached must be terminated within thirty days from the date of issuance of this decision.</p><p>3. Quote prices to upstream copyright holders based on factors such as actual copyright usage, user payment, song unit price, application scenarios, and contract term. Do not increase competitors' costs in disguise or exclude or restrict competition through high prepayments or other means.</p><p><b>(ii) A fine of 500,000 yuan shall be imposed.</b></p><p><b>(iii) Apply for a concentration of business operators in accordance with the law.</b></p><p>1. If a concentration of business operators meets the application standards stipulated by the State Council, it shall apply to the State Administration for Market Regulation in advance. Those who fail to apply shall not be allowed to concentrate.</p><p>2. If a concentration of undertakings does not meet the application standards, but the concentration of undertakings has or may have the effect of excluding or restricting competition, it shall be reported to the State Administration for Market Regulation in advance. Those who fail to report shall not be allowed to carry out the concentration.</p><p>3. If the transaction does not constitute a concentration of undertakings, except for matters related to the protection of minority shareholders' rights and interests as stipulated by law, the undertaking shall not participate in the relevant enterprise's business decision-making and shall report the basic information of the transaction to the State Administration for Market Regulation in its annual report.</p><p><b>(iv) 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 regulate its own competitive behavior, conduct a comprehensive and in-depth self-examination in accordance with the Anti-Monopoly Law, and examine and regulate its own business practices.</p><p>2. Strictly implement the primary responsibility of platform enterprises, continuously improve the platform's internal governance rules, and cooperate with other operators in accordance with the principles of fairness, reasonableness, and non-discrimination.</p><p>3. Improve the company's internal compliance control system, establish and effectively implement anti-monopoly compliance systems, and consciously safeguard fair competition.</p><p>4. Protect the legitimate rights and interests of consumers. We will fully protect consumers' rights, set reasonable prices, and safeguard consumer privacy.</p><p>5. Actively uphold fair competition and promote innovative development in the industry.</p><p>The above measures shall be implemented from the date of issuance of the Administrative Penalty Decision. Tencent and its affiliated companies shall formulate rectification plans in accordance with the above measures within ten days and submit them to the State Administration for Market Regulation for review. The State Administration for Market Regulation has the right to inspect Tencent and its affiliated companies' performance of the above obligations within three years through supervision of the trustee or its own supervision. Tencent shall report its performance of obligations to the State Administration for Market Regulation annually for three years, and shall no longer report after the expiration of three years.</p><p>Article 67 of the Administrative Penalty Law stipulates that \"the administrative organ making the fine decision shall be separated from the agency collecting the fine. Except for fines collected on the spot in accordance with Articles 68 and 69 of this Law, the administrative organ making the administrative penalty decision and its law enforcement personnel shall not collect the fine on their own. The party concerned shall pay the fine at a designated bank or through an electronic payment system within fifteen days from the date of receiving the administrative penalty decision.\" Banks should accept fines and remit them directly to the national treasury.</p><p>The party concerned shall, within fifteen days from the date of receiving this administrative penalty decision, pay the fine at any of the 12 central government non-tax revenue collection agency banks (ICBC, ABC, CCB, COCOM, CITIC, Everbright, China Merchants, Postal Savings Bank, Huaxia, Ping An, and Industrial Bank) branches or online banks in accordance with this administrative penalty decision, using the payment code. Payment code: ***.</p><p>If a party is dissatisfied with the aforementioned administrative penalty decision, they may apply for administrative reconsideration to the State Administration for Market Regulation within sixty days from the date of receiving this administrative penalty decision. Alternatively, within six months from the date of receiving this administrative penalty decision, an administrative lawsuit may be filed with the Beijing Intellectual Property Court in accordance with the law. This administrative penalty decision shall not be suspended during the period of administrative reconsideration or administrative litigation.</p><p>State Administration for Market</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 penalties were imposed! Tencent was ordered to terminate 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 penalties were imposed! Tencent was ordered to terminate 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 the order to terminate its exclusive online music copyright: The company will strictly abide by the decision, strictly implement regulatory requirements, operate in accordance with laws and regulations, earnestly fulfill its social responsibilities, and maintain healthy competition in the market. Tencent will fulfill its responsibilities, work with Tencent Music and other affiliated companies to formulate rectification measures within the prescribed time limit, and complete the rectification in full and without compromise 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 has issued an administrative penalty decision in accordance with the law, ordering Tencent and its affiliated companies to take measures to restore market competition, such as terminating exclusive music copyrights within 30 days, ceasing payment of copyright fees such as high prepayments, and prohibiting upstream copyright holders from providing them with conditions better than competitors without justifiable reason. In January 2021, based on a report, the State Administration for Market Regulation initiated an investigation into Tencent Holdings Limited (hereinafter referred to as Tencent) for suspected illegal concentration of operators in its acquisition of equity in China Music Group in July 2016.</p><p>In accordance with the Anti-Monopoly Law, the State Administration for Market Regulation investigated the facts of the illegal concentration in this transaction and fully assessed the market share, control, concentration, and impact of the concentration on market entry and consumers of the operators participating in the concentration. At the same time, we widely solicited opinions from relevant government departments, industry associations, experts and scholars, and competitors, and listened to Tencent's statements on multiple occasions.</p><p>The investigation indicates that the relevant market in this case is the online music playback platform market within China. Genuine music copyright is the core asset and key resource for the operation of online music playback platforms. In 2016, Tencent and China Music Group held approximately 30% and 40% market shares in the relevant market, respectively. Tencent gained a relatively high market share by merging with its major competitors. After the merger, the physical entity would own more than 80% of the exclusive music library resources. This may have the ability to prompt upstream copyright holders to reach more exclusive copyright agreements with it, or to demand that it be given better transaction conditions than its competitors. It may also have the ability to increase market entry barriers through copyright payment models such as paying high prepayments, which has or may have the effect of excluding or restricting competition in the relevant market.</p><p>In accordance with Article 48 of the Anti-Monopoly Law and Article 57 of the Interim Provisions on the Review of Concentrations of Business Undertakings, and in accordance with the principle of giving equal importance to development and standardization, the State Administration for Market Regulation has made an administrative penalty decision, ordering Tencent and its affiliated companies to take measures to restore market competition, such as terminating exclusive music copyrights within 30 days, ceasing payment of copyright fees such as high prepayments, and prohibiting upstream copyright holders from giving them conditions that are better than those of competitors without justifiable reason. Tencent will report its fulfillment of its obligations to the State Administration for Market Regulation annually for three years, and the State Administration for Market Regulation will strictly supervise its implementation in accordance with the law.</p><p>This case is the first case since the implementation of my country's Anti-Monopoly Law in which necessary measures have been taken to restore market competition by illegally concentrating business operators. Measures such as ordering Tencent to terminate its exclusive copyright will reshape the competitive order in relevant markets, lower market entry barriers, and give competitors fair access to upstream copyright resources. This will help shift the focus of competition from leveraging capital advantages to seize copyright resources back to a rational track of innovating service levels and improving user experience. This will help promote a reasonable way to calculate copyright fees in line with international standards and reduce downstream operating costs; This will help cultivate new market entrants, create a fairer competitive environment for existing companies, protect consumers' right to choose, ultimately benefit consumers, and promote the standardized, innovative, and healthy development of the online music industry.</p><p>The following is the full text of the penalty notice:</p><p>State Administration for Market Regulation</p><p>Administrative penalty decision</p><p>State Council Market Supervision Office [2021] No.</p><p>Party: Tencent Holdings Limited</p><p>Address: 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 Review of Concentration of Undertakings\", this agency has initiated an investigation into Tencent Holdings Limited's (hereinafter referred to as Tencent) acquisition of equity in China Music Group on January 25, 2021, which is suspected of illegally implementing concentration of undertakings.</p><p>An investigation revealed that the case constituted an illegal concentration of business operators, which had or may have the effect of excluding or restricting competition. In accordance with the provisions of the Administrative Penalty Law of the People's Republic of China (hereinafter referred to as the \"Administrative Penalty Law\"), this agency serves Tencent with the \"Notice of Administrative Penalty\", informing it of the content, facts, reasons and basis of the proposed administrative penalty, and informing it of its rights to make statements, defenses and request hearings in accordance with the law. Tencent did not make any statements, defenses, or request a hearing within the prescribed time limit. The investigation and trial of this case have now concluded.</p><p><ul><li>Basic Information</li></ul><b>(a) Parties to the transaction.</b></p><p><b>Acquirer: Tencent.</b>It was 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. Through an agreement, it controlled its main domestic operating entity, Shenzhen Tencent Computer Systems Co., Ltd. Its main businesses include social and communication services, social networking platforms, online music platforms, games, online video services, and interactive entertainment live streaming. In 2015, global revenue was RMB 102.863 billion (the same in currency below), while domestic revenue in China was RMB 96.251 billion.</p><p><b>Acquiree: China Music Group.</b>It was incorporated in the Cayman Islands in 2012 and controlled Ocean Interactive (Beijing) Information Technology Co., Ltd., its main domestic operating entity, through an agreement. Its main businesses include online music platforms, record company publishing, and copyright agency. Natural persons (omitted) have joint control as parties acting in concert. Both global and domestic sales in 2015 were (omitted).</p><p><b>(ii) Transaction overview.</b></p><p>On July 12, 2016, Tencent invested in China Music Group through a valuation (omitted) business (mainly QQ Music business), acquiring a 61.64% stake in China Music Group and gaining sole control of China Music Group. In December 2016, the merged China Music Group was renamed Tencent Music Entertainment Group. On December 6, 2017, the transaction completed the equity change registration procedures.</p><p>II. Illegal Facts and Reasons</p><p><b>(i) This case constitutes an illegal concentration of business operators.</b></p><p>Article 20 of the Anti-Monopoly Law stipulates that \"a concentration of undertakings refers to the following circumstances: (1) a merger of undertakings; (2) an undertaking acquiring control over other undertakings by acquiring equity or assets; (3) an undertaking acquiring control over other undertakings or being able to exert decisive influence over other undertakings through contracts or other means.\" Prior to this merger, China Music Group was jointly controlled by natural persons (omitted). Following this merger, Tencent will acquire a 61.64% stake in China Music Group and gain sole control of the group, which falls under the category of a concentration of undertakings as stipulated in Article 20 of the Anti-Monopoly Law.</p><p>Tencent's global revenue in 2015 was RMB 102.863 billion, and its domestic revenue in China was RMB 96.251 billion. China Music Group's global and domestic revenue in 2015 were both (omitted), meeting the reporting standards stipulated in Article 3 of the \"Regulations of the State Council on the Reporting Standards for Concentration of Undertakings\" and falling under the circumstances that should be reported.</p><p>Article 21 of the Anti-Monopoly Law stipulates that \"if a concentration of undertakings meets the application standards stipulated by the State Council, the undertaking shall apply to the anti-monopoly law enforcement agency of the State Council in advance, and the concentration shall not be carried out without applying.\" On December 6, 2017, Tencent completed its equity change registration. Prior to this, it failed to file a report with the authorities, which violated Article 21 of the Anti-Monopoly Law and constituted an illegal concentration of undertakings.</p><p>The above facts are supported by evidence such as a copy of Tencent's business license, organizational structure chart, equity relationship chart, \"Application Form for Anti-Monopoly Review of Concentration of Undertakings\", Tencent's annual report, \"Written Explanation of Relevant Issues of Tencent\", and \"Share Subscription Agreement\".</p><p><b>(ii) This case has or may have the effect of excluding or restricting competition.</b></p><p>In accordance with the provisions of the Anti-Monopoly Law and the Guidelines of the Anti-Monopoly Commission of the State Council on the Definition of Relevant Markets, and taking into account the characteristics of the platform economy, and based on economic analysis and questionnaire surveys, the relevant market in this case is defined as the domestic online music playback platform market in China where there is horizontal overlap between the two parties to the transaction.<b>Online music playback platform market</b>This refers to a platform that provides consumers with complete copyrighted music recording playback services through programs or websites on computers, mobile phones, or other smart terminals, either through online playback or download. Although online karaoke, online live streaming, and short video platforms also provide services related to online music, their core functions, application scenarios, business models, and market entry are not closely substituted for the online music playback platform market and do not belong to the same related product market. Because the authorization of music copyrights is restricted by the copyright laws of various countries and has significant regional differences, the authorized music copyright dissemination scope of Chinese online music playback platforms is generally within China and is mainly aimed at users within China. Therefore, the relevant regional market is defined as within China.</p><p>After in-depth research, this focus has or may have the effect of excluding or restricting competition in the domestic online music playback platform market in China:</p><p><ol><li><b>After the concentration, the entity has a higher market share in the relevant market.</b></li></ol>When the concentration occurred in July 2016, Tencent and China Music Group had 160 million and 230 million monthly active users respectively, with market shares of 33.96% and 49.07%. The monthly usage time of users was 805 million hours and 698 million hours respectively, with market shares of 45.77% and 39.65% respectively. Both parties ranked first and second in the market, with a combined market share of over 80%. In 2016, the total sales amount of the two parties in the relevant markets (omitted) accounted for approximately 70% of the total revenue in the relevant markets. Based on the market share of core music copyright resources, Tencent and China Music Group have 12.1 million and 8.21 million music libraries respectively, of which 3.14 million and 1.3 million are exclusive music libraries. The market share of both music libraries and exclusive resources exceeds 80%.</p><p>According to the Huffindal-Hirschmann Index (HHI) analysis of the market, it was 6950 after trading, indicating a highly concentrated market, with a concentrated increase of 3350. The transaction further increased the concentration of the relevant markets and further weakened competition.</p><p><ol><li><b>Concentrate on reducing major competitors in relevant markets.</b></li></ol>The survey shows that before the transaction, the two parties were the top two in the market, with equal competitive strength and close competition. According to consumers' choices between alternative platforms, 73.6% of users of Tencent's QQ Music have switched to Kugou Music and Kuwo Music, both subsidiaries of China Music Group. This indicates that if QQ Music raises prices or lowers service levels, 73.6% of users may switch to China Music Group's platforms, making them close competitors. We will focus on reducing major competitors in relevant markets and further weaken market competition.</p><p><ol><li><b>Concentration may further increase the barriers to entry in related markets.</b></li></ol><b>First, it may increase the barriers to entry for copyright resources.</b>With entities securing a significant amount of exclusive copyright resources after concentration, new entrants must rely on their sub-licensing, making it more difficult to enter the relevant market. The market size brought about by concentration also enables it to pay copyright fees to upstream copyright holders by paying large, non-refundable prepayments in advance, which may further increase market entry barriers.</p><p><b>Secondly, it may increase user conversion costs.</b>This brings Tencent a relatively rich music library, a large user base, and ample usage data. Compared to newcomers to the platform, it can recommend songs that meet consumer preferences, reducing users' willingness to switch platforms, thereby further expanding the user base and potentially preventing other competitors from reaching or maintaining a critical scale.</p><p><b>Third, the market entry activity was not high after the concentration.</b>Data shows that the main entry into the online music playback platform market occurred from early 2016 to July 2017. After the concentrated entry was completed at the end of 2017, the market activity declined significantly.</p><p>In summary, Tencent's high market share in the online music playback platform market in China through this concentration may enable it to persuade upstream copyright holders to grant it exclusive copyright licenses or provide it with better terms than its competitors. It may also enable Tencent to raise market entry barriers by paying high prepayments, which may or may not have the effect of excluding or restricting competition in the relevant market.</p><p>The survey also found that the Chinese online music playback platform market is developing rapidly, and the market share of Tencent's main competitors (omitted) is also growing rapidly, from less than 6% at the time of concentration to nearly 18%, an increase of about 200%, indicating that competitors are increasingly constraining its competition. In addition, online music playback platforms have shown a certain dynamic competition and cross-industry integration trend with other platforms in recent years. Some short video platforms with a broad user base may become competitors in related markets in the future if they acquire a sufficient number of music copyright resources.</p><p>The above facts are supported by evidence such as statistical data and industry analysis reports from third-party organizations, questionnaire survey reports, economic analysis reports, licensing agreements and sub-licensing agreements provided by Tencent and related parties, and responses from industry regulatory authorities and other relevant parties.</p><p>III. Basis and Decision for Administrative Penalties</p><p>Article 48 of the Anti-Monopoly Law stipulates that \"if an undertaking violates the provisions of this Law by implementing a concentration, the anti-monopoly law enforcement agency under the State Council shall order it to cease the concentration, dispose of its shares or assets within a specified period, transfer its business within a specified period, and take other necessary measures to restore it to the state before the concentration, and may impose a fine of up to 500,000 yuan.\" Article 49 of the Anti-Monopoly Law stipulates that \"when determining the specific amount of the fines stipulated in Articles 46, 47 and 48 of this Law, the anti-monopoly enforcement agency shall take into account factors such as the nature, degree and duration of the illegal act.\"</p><p>In accordance with the aforementioned regulations, and based on the aforementioned investigation findings and assessment conclusions, this agency has made the following decision regarding Tencent:</p><p><b>(i) Tencent and its affiliated companies are ordered to take the following measures to restore the relevant market competition:</b></p><p>1. No exclusive copyright agreement (the copyright scope includes the information network dissemination rights of all musical works and recordings) or other exclusive agreement may be reached or indirectly reached with upstream copyright holders. If such agreement has been reached, it must be terminated within thirty days from the date of this decision, except for exclusive collaborations with independent musicians (referring to the original rights holders of musical works or recordings who have authorized the copyright with music platforms in their own name and have never signed an agreement with any record company or brokerage company) or the premiere of new songs. Exclusive collaborations with independent musicians shall not exceed three years, and exclusive collaborations with new song premieres shall not exceed thirty days.</p><p>2. Without justifiable reason, it is prohibited to demand or indirectly demand that the upstream copyright holder grant the party conditions superior to other competitors, including but not limited to the scope of authorization, the amount of authorization, the term of authorization, etc., or any agreement or agreement terms related thereto. Any agreement already reached must be terminated within thirty days from the date of issuance of this decision.</p><p>3. Quote prices to upstream copyright holders based on factors such as actual copyright usage, user payment, song unit price, application scenarios, and contract term. Do not increase competitors' costs in disguise or exclude or restrict competition through high prepayments or other means.</p><p><b>(ii) A fine of 500,000 yuan shall be imposed.</b></p><p><b>(iii) Apply for a concentration of business operators in accordance with the law.</b></p><p>1. If a concentration of business operators meets the application standards stipulated by the State Council, it shall apply to the State Administration for Market Regulation in advance. Those who fail to apply shall not be allowed to concentrate.</p><p>2. If a concentration of undertakings does not meet the application standards, but the concentration of undertakings has or may have the effect of excluding or restricting competition, it shall be reported to the State Administration for Market Regulation in advance. Those who fail to report shall not be allowed to carry out the concentration.</p><p>3. If the transaction does not constitute a concentration of undertakings, except for matters related to the protection of minority shareholders' rights and interests as stipulated by law, the undertaking shall not participate in the relevant enterprise's business decision-making and shall report the basic information of the transaction to the State Administration for Market Regulation in its annual report.</p><p><b>(iv) 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 regulate its own competitive behavior, conduct a comprehensive and in-depth self-examination in accordance with the Anti-Monopoly Law, and examine and regulate its own business practices.</p><p>2. Strictly implement the primary responsibility of platform enterprises, continuously improve the platform's internal governance rules, and cooperate with other operators in accordance with the principles of fairness, reasonableness, and non-discrimination.</p><p>3. Improve the company's internal compliance control system, establish and effectively implement anti-monopoly compliance systems, and consciously safeguard fair competition.</p><p>4. Protect the legitimate rights and interests of consumers. We will fully protect consumers' rights, set reasonable prices, and safeguard consumer privacy.</p><p>5. Actively uphold fair competition and promote innovative development in the industry.</p><p>The above measures shall be implemented from the date of issuance of the Administrative Penalty Decision. Tencent and its affiliated companies shall formulate rectification plans in accordance with the above measures within ten days and submit them to the State Administration for Market Regulation for review. The State Administration for Market Regulation has the right to inspect Tencent and its affiliated companies' performance of the above obligations within three years through supervision of the trustee or its own supervision. Tencent shall report its performance of obligations to the State Administration for Market Regulation annually for three years, and shall no longer report after the expiration of three years.</p><p>Article 67 of the Administrative Penalty Law stipulates that \"the administrative organ making the fine decision shall be separated from the agency collecting the fine. Except for fines collected on the spot in accordance with Articles 68 and 69 of this Law, the administrative organ making the administrative penalty decision and its law enforcement personnel shall not collect the fine on their own. The party concerned shall pay the fine at a designated bank or through an electronic payment system within fifteen days from the date of receiving the administrative penalty decision.\" Banks should accept fines and remit them directly to the national treasury.</p><p>The party concerned shall, within fifteen days from the date of receiving this administrative penalty decision, pay the fine at any of the 12 central government non-tax revenue collection agency banks (ICBC, ABC, CCB, COCOM, CITIC, Everbright, China Merchants, Postal Savings Bank, Huaxia, Ping An, and Industrial Bank) branches or online banks in accordance with this administrative penalty decision, using the payment code. Payment code: ***.</p><p>If a party is dissatisfied with the aforementioned administrative penalty decision, they may apply for administrative reconsideration to the State Administration for Market Regulation within sixty days from the date of receiving this administrative penalty decision. Alternatively, within six months from the date of receiving this administrative penalty decision, an administrative lawsuit may be filed with the Beijing Intellectual Property Court in accordance with the law. This administrative penalty decision shall not be suspended during the period of administrative reconsideration or administrative litigation.</p><p>State Administration for Market</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":{"QNETCN":"纳斯达克中美互联网老虎指数","00700":"腾讯控股","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":{"QNETCN":0.9,"TCEHY":0.9,"00700":0.9}},"isVote":1,"tweetType":1,"viewCount":2199,"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,"authorIdStr":"3583704130545629","idStr":"3583704130545629"},"themes":[],"title":"","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":1942,"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,"authorIdStr":"3583704130545629","idStr":"3583704130545629"},"themes":[],"title":"","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":"sh","language":"zh","title":"Administrative penalties were imposed! Tencent was ordered to terminate 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 the order to terminate its exclusive online music copyright: The company will strictly abide by the decision, strictly implement regulatory requirements, operate in accordance with laws and regulations, earnestly fulfill its social responsibilities, and maintain healthy competition in the market. Tencent will fulfill its responsibilities, work with Tencent Music and other affiliated companies to formulate rectification measures within the prescribed time limit, and complete the rectification in full and without compromise 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 has issued an administrative penalty decision in accordance with the law, ordering Tencent and its affiliated companies to take measures to restore market competition, such as terminating exclusive music copyrights within 30 days, ceasing payment of copyright fees such as high prepayments, and prohibiting upstream copyright holders from providing them with conditions better than competitors without justifiable reason. In January 2021, based on a report, the State Administration for Market Regulation initiated an investigation into Tencent Holdings Limited (hereinafter referred to as Tencent) for suspected illegal concentration of operators in its acquisition of equity in China Music Group in July 2016.</p><p>In accordance with the Anti-Monopoly Law, the State Administration for Market Regulation investigated the facts of the illegal concentration in this transaction and fully assessed the market share, control, concentration, and impact of the concentration on market entry and consumers of the operators participating in the concentration. At the same time, we widely solicited opinions from relevant government departments, industry associations, experts and scholars, and competitors, and listened to Tencent's statements on multiple occasions.</p><p>The investigation indicates that the relevant market in this case is the online music playback platform market within China. Genuine music copyright is the core asset and key resource for the operation of online music playback platforms. In 2016, Tencent and China Music Group held approximately 30% and 40% market shares in the relevant market, respectively. Tencent gained a relatively high market share by merging with its major competitors. After the merger, the physical entity would own more than 80% of the exclusive music library resources. This may have the ability to prompt upstream copyright holders to reach more exclusive copyright agreements with it, or to demand that it be given better transaction conditions than its competitors. It may also have the ability to increase market entry barriers through copyright payment models such as paying high prepayments, which has or may have the effect of excluding or restricting competition in the relevant market.</p><p>In accordance with Article 48 of the Anti-Monopoly Law and Article 57 of the Interim Provisions on the Review of Concentrations of Business Undertakings, and in accordance with the principle of giving equal importance to development and standardization, the State Administration for Market Regulation has made an administrative penalty decision, ordering Tencent and its affiliated companies to take measures to restore market competition, such as terminating exclusive music copyrights within 30 days, ceasing payment of copyright fees such as high prepayments, and prohibiting upstream copyright holders from giving them conditions that are better than those of competitors without justifiable reason. Tencent will report its fulfillment of its obligations to the State Administration for Market Regulation annually for three years, and the State Administration for Market Regulation will strictly supervise its implementation in accordance with the law.</p><p>This case is the first case since the implementation of my country's Anti-Monopoly Law in which necessary measures have been taken to restore market competition by illegally concentrating business operators. Measures such as ordering Tencent to terminate its exclusive copyright will reshape the competitive order in relevant markets, lower market entry barriers, and give competitors fair access to upstream copyright resources. This will help shift the focus of competition from leveraging capital advantages to seize copyright resources back to a rational track of innovating service levels and improving user experience. This will help promote a reasonable way to calculate copyright fees in line with international standards and reduce downstream operating costs; This will help cultivate new market entrants, create a fairer competitive environment for existing companies, protect consumers' right to choose, ultimately benefit consumers, and promote the standardized, innovative, and healthy development of the online music industry.</p><p>The following is the full text of the penalty notice:</p><p>State Administration for Market Regulation</p><p>Administrative penalty decision</p><p>State Council Market Supervision Office [2021] No.</p><p>Party: Tencent Holdings Limited</p><p>Address: 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 Review of Concentration of Undertakings\", this agency has initiated an investigation into Tencent Holdings Limited's (hereinafter referred to as Tencent) acquisition of equity in China Music Group on January 25, 2021, which is suspected of illegally implementing concentration of undertakings.</p><p>An investigation revealed that the case constituted an illegal concentration of business operators, which had or may have the effect of excluding or restricting competition. In accordance with the provisions of the Administrative Penalty Law of the People's Republic of China (hereinafter referred to as the \"Administrative Penalty Law\"), this agency serves Tencent with the \"Notice of Administrative Penalty\", informing it of the content, facts, reasons and basis of the proposed administrative penalty, and informing it of its rights to make statements, defenses and request hearings in accordance with the law. Tencent did not make any statements, defenses, or request a hearing within the prescribed time limit. The investigation and trial of this case have now concluded.</p><p><ul><li>Basic Information</li></ul><b>(a) Parties to the transaction.</b></p><p><b>Acquirer: Tencent.</b>It was 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. Through an agreement, it controlled its main domestic operating entity, Shenzhen Tencent Computer Systems Co., Ltd. Its main businesses include social and communication services, social networking platforms, online music platforms, games, online video services, and interactive entertainment live streaming. In 2015, global revenue was RMB 102.863 billion (the same in currency below), while domestic revenue in China was RMB 96.251 billion.</p><p><b>Acquiree: China Music Group.</b>It was incorporated in the Cayman Islands in 2012 and controlled Ocean Interactive (Beijing) Information Technology Co., Ltd., its main domestic operating entity, through an agreement. Its main businesses include online music platforms, record company publishing, and copyright agency. Natural persons (omitted) have joint control as parties acting in concert. Both global and domestic sales in 2015 were (omitted).</p><p><b>(ii) Transaction overview.</b></p><p>On July 12, 2016, Tencent invested in China Music Group through a valuation (omitted) business (mainly QQ Music business), acquiring a 61.64% stake in China Music Group and gaining sole control of China Music Group. In December 2016, the merged China Music Group was renamed Tencent Music Entertainment Group. On December 6, 2017, the transaction completed the equity change registration procedures.</p><p>II. Illegal Facts and Reasons</p><p><b>(i) This case constitutes an illegal concentration of business operators.</b></p><p>Article 20 of the Anti-Monopoly Law stipulates that \"a concentration of undertakings refers to the following circumstances: (1) a merger of undertakings; (2) an undertaking acquiring control over other undertakings by acquiring equity or assets; (3) an undertaking acquiring control over other undertakings or being able to exert decisive influence over other undertakings through contracts or other means.\" Prior to this merger, China Music Group was jointly controlled by natural persons (omitted). Following this merger, Tencent will acquire a 61.64% stake in China Music Group and gain sole control of the group, which falls under the category of a concentration of undertakings as stipulated in Article 20 of the Anti-Monopoly Law.</p><p>Tencent's global revenue in 2015 was RMB 102.863 billion, and its domestic revenue in China was RMB 96.251 billion. China Music Group's global and domestic revenue in 2015 were both (omitted), meeting the reporting standards stipulated in Article 3 of the \"Regulations of the State Council on the Reporting Standards for Concentration of Undertakings\" and falling under the circumstances that should be reported.</p><p>Article 21 of the Anti-Monopoly Law stipulates that \"if a concentration of undertakings meets the application standards stipulated by the State Council, the undertaking shall apply to the anti-monopoly law enforcement agency of the State Council in advance, and the concentration shall not be carried out without applying.\" On December 6, 2017, Tencent completed its equity change registration. Prior to this, it failed to file a report with the authorities, which violated Article 21 of the Anti-Monopoly Law and constituted an illegal concentration of undertakings.</p><p>The above facts are supported by evidence such as a copy of Tencent's business license, organizational structure chart, equity relationship chart, \"Application Form for Anti-Monopoly Review of Concentration of Undertakings\", Tencent's annual report, \"Written Explanation of Relevant Issues of Tencent\", and \"Share Subscription Agreement\".</p><p><b>(ii) This case has or may have the effect of excluding or restricting competition.</b></p><p>In accordance with the provisions of the Anti-Monopoly Law and the Guidelines of the Anti-Monopoly Commission of the State Council on the Definition of Relevant Markets, and taking into account the characteristics of the platform economy, and based on economic analysis and questionnaire surveys, the relevant market in this case is defined as the domestic online music playback platform market in China where there is horizontal overlap between the two parties to the transaction.<b>Online music playback platform market</b>This refers to a platform that provides consumers with complete copyrighted music recording playback services through programs or websites on computers, mobile phones, or other smart terminals, either through online playback or download. Although online karaoke, online live streaming, and short video platforms also provide services related to online music, their core functions, application scenarios, business models, and market entry are not closely substituted for the online music playback platform market and do not belong to the same related product market. Because the authorization of music copyrights is restricted by the copyright laws of various countries and has significant regional differences, the authorized music copyright dissemination scope of Chinese online music playback platforms is generally within China and is mainly aimed at users within China. Therefore, the relevant regional market is defined as within China.</p><p>After in-depth research, this focus has or may have the effect of excluding or restricting competition in the domestic online music playback platform market in China:</p><p><ol><li><b>After the concentration, the entity has a higher market share in the relevant market.</b></li></ol>When the concentration occurred in July 2016, Tencent and China Music Group had 160 million and 230 million monthly active users respectively, with market shares of 33.96% and 49.07%. The monthly usage time of users was 805 million hours and 698 million hours respectively, with market shares of 45.77% and 39.65% respectively. Both parties ranked first and second in the market, with a combined market share of over 80%. In 2016, the total sales amount of the two parties in the relevant markets (omitted) accounted for approximately 70% of the total revenue in the relevant markets. Based on the market share of core music copyright resources, Tencent and China Music Group have 12.1 million and 8.21 million music libraries respectively, of which 3.14 million and 1.3 million are exclusive music libraries. The market share of both music libraries and exclusive resources exceeds 80%.</p><p>According to the Huffindal-Hirschmann Index (HHI) analysis of the market, it was 6950 after trading, indicating a highly concentrated market, with a concentrated increase of 3350. The transaction further increased the concentration of the relevant markets and further weakened competition.</p><p><ol><li><b>Concentrate on reducing major competitors in relevant markets.</b></li></ol>The survey shows that before the transaction, the two parties were the top two in the market, with equal competitive strength and close competition. According to consumers' choices between alternative platforms, 73.6% of users of Tencent's QQ Music have switched to Kugou Music and Kuwo Music, both subsidiaries of China Music Group. This indicates that if QQ Music raises prices or lowers service levels, 73.6% of users may switch to China Music Group's platforms, making them close competitors. We will focus on reducing major competitors in relevant markets and further weaken market competition.</p><p><ol><li><b>Concentration may further increase the barriers to entry in related markets.</b></li></ol><b>First, it may increase the barriers to entry for copyright resources.</b>With entities securing a significant amount of exclusive copyright resources after concentration, new entrants must rely on their sub-licensing, making it more difficult to enter the relevant market. The market size brought about by concentration also enables it to pay copyright fees to upstream copyright holders by paying large, non-refundable prepayments in advance, which may further increase market entry barriers.</p><p><b>Secondly, it may increase user conversion costs.</b>This brings Tencent a relatively rich music library, a large user base, and ample usage data. Compared to newcomers to the platform, it can recommend songs that meet consumer preferences, reducing users' willingness to switch platforms, thereby further expanding the user base and potentially preventing other competitors from reaching or maintaining a critical scale.</p><p><b>Third, the market entry activity was not high after the concentration.</b>Data shows that the main entry into the online music playback platform market occurred from early 2016 to July 2017. After the concentrated entry was completed at the end of 2017, the market activity declined significantly.</p><p>In summary, Tencent's high market share in the online music playback platform market in China through this concentration may enable it to persuade upstream copyright holders to grant it exclusive copyright licenses or provide it with better terms than its competitors. It may also enable Tencent to raise market entry barriers by paying high prepayments, which may or may not have the effect of excluding or restricting competition in the relevant market.</p><p>The survey also found that the Chinese online music playback platform market is developing rapidly, and the market share of Tencent's main competitors (omitted) is also growing rapidly, from less than 6% at the time of concentration to nearly 18%, an increase of about 200%, indicating that competitors are increasingly constraining its competition. In addition, online music playback platforms have shown a certain dynamic competition and cross-industry integration trend with other platforms in recent years. Some short video platforms with a broad user base may become competitors in related markets in the future if they acquire a sufficient number of music copyright resources.</p><p>The above facts are supported by evidence such as statistical data and industry analysis reports from third-party organizations, questionnaire survey reports, economic analysis reports, licensing agreements and sub-licensing agreements provided by Tencent and related parties, and responses from industry regulatory authorities and other relevant parties.</p><p>III. Basis and Decision for Administrative Penalties</p><p>Article 48 of the Anti-Monopoly Law stipulates that \"if an undertaking violates the provisions of this Law by implementing a concentration, the anti-monopoly law enforcement agency under the State Council shall order it to cease the concentration, dispose of its shares or assets within a specified period, transfer its business within a specified period, and take other necessary measures to restore it to the state before the concentration, and may impose a fine of up to 500,000 yuan.\" Article 49 of the Anti-Monopoly Law stipulates that \"when determining the specific amount of the fines stipulated in Articles 46, 47 and 48 of this Law, the anti-monopoly enforcement agency shall take into account factors such as the nature, degree and duration of the illegal act.\"</p><p>In accordance with the aforementioned regulations, and based on the aforementioned investigation findings and assessment conclusions, this agency has made the following decision regarding Tencent:</p><p><b>(i) Tencent and its affiliated companies are ordered to take the following measures to restore the relevant market competition:</b></p><p>1. No exclusive copyright agreement (the copyright scope includes the information network dissemination rights of all musical works and recordings) or other exclusive agreement may be reached or indirectly reached with upstream copyright holders. If such agreement has been reached, it must be terminated within thirty days from the date of this decision, except for exclusive collaborations with independent musicians (referring to the original rights holders of musical works or recordings who have authorized the copyright with music platforms in their own name and have never signed an agreement with any record company or brokerage company) or the premiere of new songs. Exclusive collaborations with independent musicians shall not exceed three years, and exclusive collaborations with new song premieres shall not exceed thirty days.</p><p>2. Without justifiable reason, it is prohibited to demand or indirectly demand that the upstream copyright holder grant the party conditions superior to other competitors, including but not limited to the scope of authorization, the amount of authorization, the term of authorization, etc., or any agreement or agreement terms related thereto. Any agreement already reached must be terminated within thirty days from the date of issuance of this decision.</p><p>3. Quote prices to upstream copyright holders based on factors such as actual copyright usage, user payment, song unit price, application scenarios, and contract term. Do not increase competitors' costs in disguise or exclude or restrict competition through high prepayments or other means.</p><p><b>(ii) A fine of 500,000 yuan shall be imposed.</b></p><p><b>(iii) Apply for a concentration of business operators in accordance with the law.</b></p><p>1. If a concentration of business operators meets the application standards stipulated by the State Council, it shall apply to the State Administration for Market Regulation in advance. Those who fail to apply shall not be allowed to concentrate.</p><p>2. If a concentration of undertakings does not meet the application standards, but the concentration of undertakings has or may have the effect of excluding or restricting competition, it shall be reported to the State Administration for Market Regulation in advance. Those who fail to report shall not be allowed to carry out the concentration.</p><p>3. If the transaction does not constitute a concentration of undertakings, except for matters related to the protection of minority shareholders' rights and interests as stipulated by law, the undertaking shall not participate in the relevant enterprise's business decision-making and shall report the basic information of the transaction to the State Administration for Market Regulation in its annual report.</p><p><b>(iv) 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 regulate its own competitive behavior, conduct a comprehensive and in-depth self-examination in accordance with the Anti-Monopoly Law, and examine and regulate its own business practices.</p><p>2. Strictly implement the primary responsibility of platform enterprises, continuously improve the platform's internal governance rules, and cooperate with other operators in accordance with the principles of fairness, reasonableness, and non-discrimination.</p><p>3. Improve the company's internal compliance control system, establish and effectively implement anti-monopoly compliance systems, and consciously safeguard fair competition.</p><p>4. Protect the legitimate rights and interests of consumers. We will fully protect consumers' rights, set reasonable prices, and safeguard consumer privacy.</p><p>5. Actively uphold fair competition and promote innovative development in the industry.</p><p>The above measures shall be implemented from the date of issuance of the Administrative Penalty Decision. Tencent and its affiliated companies shall formulate rectification plans in accordance with the above measures within ten days and submit them to the State Administration for Market Regulation for review. The State Administration for Market Regulation has the right to inspect Tencent and its affiliated companies' performance of the above obligations within three years through supervision of the trustee or its own supervision. Tencent shall report its performance of obligations to the State Administration for Market Regulation annually for three years, and shall no longer report after the expiration of three years.</p><p>Article 67 of the Administrative Penalty Law stipulates that \"the administrative organ making the fine decision shall be separated from the agency collecting the fine. Except for fines collected on the spot in accordance with Articles 68 and 69 of this Law, the administrative organ making the administrative penalty decision and its law enforcement personnel shall not collect the fine on their own. The party concerned shall pay the fine at a designated bank or through an electronic payment system within fifteen days from the date of receiving the administrative penalty decision.\" Banks should accept fines and remit them directly to the national treasury.</p><p>The party concerned shall, within fifteen days from the date of receiving this administrative penalty decision, pay the fine at any of the 12 central government non-tax revenue collection agency banks (ICBC, ABC, CCB, COCOM, CITIC, Everbright, China Merchants, Postal Savings Bank, Huaxia, Ping An, and Industrial Bank) branches or online banks in accordance with this administrative penalty decision, using the payment code. Payment code: ***.</p><p>If a party is dissatisfied with the aforementioned administrative penalty decision, they may apply for administrative reconsideration to the State Administration for Market Regulation within sixty days from the date of receiving this administrative penalty decision. Alternatively, within six months from the date of receiving this administrative penalty decision, an administrative lawsuit may be filed with the Beijing Intellectual Property Court in accordance with the law. This administrative penalty decision shall not be suspended during the period of administrative reconsideration or administrative litigation.</p><p>State Administration for Market</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 penalties were imposed! Tencent was ordered to terminate 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 penalties were imposed! Tencent was ordered to terminate 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 the order to terminate its exclusive online music copyright: The company will strictly abide by the decision, strictly implement regulatory requirements, operate in accordance with laws and regulations, earnestly fulfill its social responsibilities, and maintain healthy competition in the market. Tencent will fulfill its responsibilities, work with Tencent Music and other affiliated companies to formulate rectification measures within the prescribed time limit, and complete the rectification in full and without compromise 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 has issued an administrative penalty decision in accordance with the law, ordering Tencent and its affiliated companies to take measures to restore market competition, such as terminating exclusive music copyrights within 30 days, ceasing payment of copyright fees such as high prepayments, and prohibiting upstream copyright holders from providing them with conditions better than competitors without justifiable reason. In January 2021, based on a report, the State Administration for Market Regulation initiated an investigation into Tencent Holdings Limited (hereinafter referred to as Tencent) for suspected illegal concentration of operators in its acquisition of equity in China Music Group in July 2016.</p><p>In accordance with the Anti-Monopoly Law, the State Administration for Market Regulation investigated the facts of the illegal concentration in this transaction and fully assessed the market share, control, concentration, and impact of the concentration on market entry and consumers of the operators participating in the concentration. At the same time, we widely solicited opinions from relevant government departments, industry associations, experts and scholars, and competitors, and listened to Tencent's statements on multiple occasions.</p><p>The investigation indicates that the relevant market in this case is the online music playback platform market within China. Genuine music copyright is the core asset and key resource for the operation of online music playback platforms. In 2016, Tencent and China Music Group held approximately 30% and 40% market shares in the relevant market, respectively. Tencent gained a relatively high market share by merging with its major competitors. After the merger, the physical entity would own more than 80% of the exclusive music library resources. This may have the ability to prompt upstream copyright holders to reach more exclusive copyright agreements with it, or to demand that it be given better transaction conditions than its competitors. It may also have the ability to increase market entry barriers through copyright payment models such as paying high prepayments, which has or may have the effect of excluding or restricting competition in the relevant market.</p><p>In accordance with Article 48 of the Anti-Monopoly Law and Article 57 of the Interim Provisions on the Review of Concentrations of Business Undertakings, and in accordance with the principle of giving equal importance to development and standardization, the State Administration for Market Regulation has made an administrative penalty decision, ordering Tencent and its affiliated companies to take measures to restore market competition, such as terminating exclusive music copyrights within 30 days, ceasing payment of copyright fees such as high prepayments, and prohibiting upstream copyright holders from giving them conditions that are better than those of competitors without justifiable reason. Tencent will report its fulfillment of its obligations to the State Administration for Market Regulation annually for three years, and the State Administration for Market Regulation will strictly supervise its implementation in accordance with the law.</p><p>This case is the first case since the implementation of my country's Anti-Monopoly Law in which necessary measures have been taken to restore market competition by illegally concentrating business operators. Measures such as ordering Tencent to terminate its exclusive copyright will reshape the competitive order in relevant markets, lower market entry barriers, and give competitors fair access to upstream copyright resources. This will help shift the focus of competition from leveraging capital advantages to seize copyright resources back to a rational track of innovating service levels and improving user experience. This will help promote a reasonable way to calculate copyright fees in line with international standards and reduce downstream operating costs; This will help cultivate new market entrants, create a fairer competitive environment for existing companies, protect consumers' right to choose, ultimately benefit consumers, and promote the standardized, innovative, and healthy development of the online music industry.</p><p>The following is the full text of the penalty notice:</p><p>State Administration for Market Regulation</p><p>Administrative penalty decision</p><p>State Council Market Supervision Office [2021] No.</p><p>Party: Tencent Holdings Limited</p><p>Address: 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 Review of Concentration of Undertakings\", this agency has initiated an investigation into Tencent Holdings Limited's (hereinafter referred to as Tencent) acquisition of equity in China Music Group on January 25, 2021, which is suspected of illegally implementing concentration of undertakings.</p><p>An investigation revealed that the case constituted an illegal concentration of business operators, which had or may have the effect of excluding or restricting competition. In accordance with the provisions of the Administrative Penalty Law of the People's Republic of China (hereinafter referred to as the \"Administrative Penalty Law\"), this agency serves Tencent with the \"Notice of Administrative Penalty\", informing it of the content, facts, reasons and basis of the proposed administrative penalty, and informing it of its rights to make statements, defenses and request hearings in accordance with the law. Tencent did not make any statements, defenses, or request a hearing within the prescribed time limit. The investigation and trial of this case have now concluded.</p><p><ul><li>Basic Information</li></ul><b>(a) Parties to the transaction.</b></p><p><b>Acquirer: Tencent.</b>It was 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. Through an agreement, it controlled its main domestic operating entity, Shenzhen Tencent Computer Systems Co., Ltd. Its main businesses include social and communication services, social networking platforms, online music platforms, games, online video services, and interactive entertainment live streaming. In 2015, global revenue was RMB 102.863 billion (the same in currency below), while domestic revenue in China was RMB 96.251 billion.</p><p><b>Acquiree: China Music Group.</b>It was incorporated in the Cayman Islands in 2012 and controlled Ocean Interactive (Beijing) Information Technology Co., Ltd., its main domestic operating entity, through an agreement. Its main businesses include online music platforms, record company publishing, and copyright agency. Natural persons (omitted) have joint control as parties acting in concert. Both global and domestic sales in 2015 were (omitted).</p><p><b>(ii) Transaction overview.</b></p><p>On July 12, 2016, Tencent invested in China Music Group through a valuation (omitted) business (mainly QQ Music business), acquiring a 61.64% stake in China Music Group and gaining sole control of China Music Group. In December 2016, the merged China Music Group was renamed Tencent Music Entertainment Group. On December 6, 2017, the transaction completed the equity change registration procedures.</p><p>II. Illegal Facts and Reasons</p><p><b>(i) This case constitutes an illegal concentration of business operators.</b></p><p>Article 20 of the Anti-Monopoly Law stipulates that \"a concentration of undertakings refers to the following circumstances: (1) a merger of undertakings; (2) an undertaking acquiring control over other undertakings by acquiring equity or assets; (3) an undertaking acquiring control over other undertakings or being able to exert decisive influence over other undertakings through contracts or other means.\" Prior to this merger, China Music Group was jointly controlled by natural persons (omitted). Following this merger, Tencent will acquire a 61.64% stake in China Music Group and gain sole control of the group, which falls under the category of a concentration of undertakings as stipulated in Article 20 of the Anti-Monopoly Law.</p><p>Tencent's global revenue in 2015 was RMB 102.863 billion, and its domestic revenue in China was RMB 96.251 billion. China Music Group's global and domestic revenue in 2015 were both (omitted), meeting the reporting standards stipulated in Article 3 of the \"Regulations of the State Council on the Reporting Standards for Concentration of Undertakings\" and falling under the circumstances that should be reported.</p><p>Article 21 of the Anti-Monopoly Law stipulates that \"if a concentration of undertakings meets the application standards stipulated by the State Council, the undertaking shall apply to the anti-monopoly law enforcement agency of the State Council in advance, and the concentration shall not be carried out without applying.\" On December 6, 2017, Tencent completed its equity change registration. Prior to this, it failed to file a report with the authorities, which violated Article 21 of the Anti-Monopoly Law and constituted an illegal concentration of undertakings.</p><p>The above facts are supported by evidence such as a copy of Tencent's business license, organizational structure chart, equity relationship chart, \"Application Form for Anti-Monopoly Review of Concentration of Undertakings\", Tencent's annual report, \"Written Explanation of Relevant Issues of Tencent\", and \"Share Subscription Agreement\".</p><p><b>(ii) This case has or may have the effect of excluding or restricting competition.</b></p><p>In accordance with the provisions of the Anti-Monopoly Law and the Guidelines of the Anti-Monopoly Commission of the State Council on the Definition of Relevant Markets, and taking into account the characteristics of the platform economy, and based on economic analysis and questionnaire surveys, the relevant market in this case is defined as the domestic online music playback platform market in China where there is horizontal overlap between the two parties to the transaction.<b>Online music playback platform market</b>This refers to a platform that provides consumers with complete copyrighted music recording playback services through programs or websites on computers, mobile phones, or other smart terminals, either through online playback or download. Although online karaoke, online live streaming, and short video platforms also provide services related to online music, their core functions, application scenarios, business models, and market entry are not closely substituted for the online music playback platform market and do not belong to the same related product market. Because the authorization of music copyrights is restricted by the copyright laws of various countries and has significant regional differences, the authorized music copyright dissemination scope of Chinese online music playback platforms is generally within China and is mainly aimed at users within China. Therefore, the relevant regional market is defined as within China.</p><p>After in-depth research, this focus has or may have the effect of excluding or restricting competition in the domestic online music playback platform market in China:</p><p><ol><li><b>After the concentration, the entity has a higher market share in the relevant market.</b></li></ol>When the concentration occurred in July 2016, Tencent and China Music Group had 160 million and 230 million monthly active users respectively, with market shares of 33.96% and 49.07%. The monthly usage time of users was 805 million hours and 698 million hours respectively, with market shares of 45.77% and 39.65% respectively. Both parties ranked first and second in the market, with a combined market share of over 80%. In 2016, the total sales amount of the two parties in the relevant markets (omitted) accounted for approximately 70% of the total revenue in the relevant markets. Based on the market share of core music copyright resources, Tencent and China Music Group have 12.1 million and 8.21 million music libraries respectively, of which 3.14 million and 1.3 million are exclusive music libraries. The market share of both music libraries and exclusive resources exceeds 80%.</p><p>According to the Huffindal-Hirschmann Index (HHI) analysis of the market, it was 6950 after trading, indicating a highly concentrated market, with a concentrated increase of 3350. The transaction further increased the concentration of the relevant markets and further weakened competition.</p><p><ol><li><b>Concentrate on reducing major competitors in relevant markets.</b></li></ol>The survey shows that before the transaction, the two parties were the top two in the market, with equal competitive strength and close competition. According to consumers' choices between alternative platforms, 73.6% of users of Tencent's QQ Music have switched to Kugou Music and Kuwo Music, both subsidiaries of China Music Group. This indicates that if QQ Music raises prices or lowers service levels, 73.6% of users may switch to China Music Group's platforms, making them close competitors. We will focus on reducing major competitors in relevant markets and further weaken market competition.</p><p><ol><li><b>Concentration may further increase the barriers to entry in related markets.</b></li></ol><b>First, it may increase the barriers to entry for copyright resources.</b>With entities securing a significant amount of exclusive copyright resources after concentration, new entrants must rely on their sub-licensing, making it more difficult to enter the relevant market. The market size brought about by concentration also enables it to pay copyright fees to upstream copyright holders by paying large, non-refundable prepayments in advance, which may further increase market entry barriers.</p><p><b>Secondly, it may increase user conversion costs.</b>This brings Tencent a relatively rich music library, a large user base, and ample usage data. Compared to newcomers to the platform, it can recommend songs that meet consumer preferences, reducing users' willingness to switch platforms, thereby further expanding the user base and potentially preventing other competitors from reaching or maintaining a critical scale.</p><p><b>Third, the market entry activity was not high after the concentration.</b>Data shows that the main entry into the online music playback platform market occurred from early 2016 to July 2017. After the concentrated entry was completed at the end of 2017, the market activity declined significantly.</p><p>In summary, Tencent's high market share in the online music playback platform market in China through this concentration may enable it to persuade upstream copyright holders to grant it exclusive copyright licenses or provide it with better terms than its competitors. It may also enable Tencent to raise market entry barriers by paying high prepayments, which may or may not have the effect of excluding or restricting competition in the relevant market.</p><p>The survey also found that the Chinese online music playback platform market is developing rapidly, and the market share of Tencent's main competitors (omitted) is also growing rapidly, from less than 6% at the time of concentration to nearly 18%, an increase of about 200%, indicating that competitors are increasingly constraining its competition. In addition, online music playback platforms have shown a certain dynamic competition and cross-industry integration trend with other platforms in recent years. Some short video platforms with a broad user base may become competitors in related markets in the future if they acquire a sufficient number of music copyright resources.</p><p>The above facts are supported by evidence such as statistical data and industry analysis reports from third-party organizations, questionnaire survey reports, economic analysis reports, licensing agreements and sub-licensing agreements provided by Tencent and related parties, and responses from industry regulatory authorities and other relevant parties.</p><p>III. Basis and Decision for Administrative Penalties</p><p>Article 48 of the Anti-Monopoly Law stipulates that \"if an undertaking violates the provisions of this Law by implementing a concentration, the anti-monopoly law enforcement agency under the State Council shall order it to cease the concentration, dispose of its shares or assets within a specified period, transfer its business within a specified period, and take other necessary measures to restore it to the state before the concentration, and may impose a fine of up to 500,000 yuan.\" Article 49 of the Anti-Monopoly Law stipulates that \"when determining the specific amount of the fines stipulated in Articles 46, 47 and 48 of this Law, the anti-monopoly enforcement agency shall take into account factors such as the nature, degree and duration of the illegal act.\"</p><p>In accordance with the aforementioned regulations, and based on the aforementioned investigation findings and assessment conclusions, this agency has made the following decision regarding Tencent:</p><p><b>(i) Tencent and its affiliated companies are ordered to take the following measures to restore the relevant market competition:</b></p><p>1. No exclusive copyright agreement (the copyright scope includes the information network dissemination rights of all musical works and recordings) or other exclusive agreement may be reached or indirectly reached with upstream copyright holders. If such agreement has been reached, it must be terminated within thirty days from the date of this decision, except for exclusive collaborations with independent musicians (referring to the original rights holders of musical works or recordings who have authorized the copyright with music platforms in their own name and have never signed an agreement with any record company or brokerage company) or the premiere of new songs. Exclusive collaborations with independent musicians shall not exceed three years, and exclusive collaborations with new song premieres shall not exceed thirty days.</p><p>2. Without justifiable reason, it is prohibited to demand or indirectly demand that the upstream copyright holder grant the party conditions superior to other competitors, including but not limited to the scope of authorization, the amount of authorization, the term of authorization, etc., or any agreement or agreement terms related thereto. Any agreement already reached must be terminated within thirty days from the date of issuance of this decision.</p><p>3. Quote prices to upstream copyright holders based on factors such as actual copyright usage, user payment, song unit price, application scenarios, and contract term. Do not increase competitors' costs in disguise or exclude or restrict competition through high prepayments or other means.</p><p><b>(ii) A fine of 500,000 yuan shall be imposed.</b></p><p><b>(iii) Apply for a concentration of business operators in accordance with the law.</b></p><p>1. If a concentration of business operators meets the application standards stipulated by the State Council, it shall apply to the State Administration for Market Regulation in advance. Those who fail to apply shall not be allowed to concentrate.</p><p>2. If a concentration of undertakings does not meet the application standards, but the concentration of undertakings has or may have the effect of excluding or restricting competition, it shall be reported to the State Administration for Market Regulation in advance. Those who fail to report shall not be allowed to carry out the concentration.</p><p>3. If the transaction does not constitute a concentration of undertakings, except for matters related to the protection of minority shareholders' rights and interests as stipulated by law, the undertaking shall not participate in the relevant enterprise's business decision-making and shall report the basic information of the transaction to the State Administration for Market Regulation in its annual report.</p><p><b>(iv) 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 regulate its own competitive behavior, conduct a comprehensive and in-depth self-examination in accordance with the Anti-Monopoly Law, and examine and regulate its own business practices.</p><p>2. Strictly implement the primary responsibility of platform enterprises, continuously improve the platform's internal governance rules, and cooperate with other operators in accordance with the principles of fairness, reasonableness, and non-discrimination.</p><p>3. Improve the company's internal compliance control system, establish and effectively implement anti-monopoly compliance systems, and consciously safeguard fair competition.</p><p>4. Protect the legitimate rights and interests of consumers. We will fully protect consumers' rights, set reasonable prices, and safeguard consumer privacy.</p><p>5. Actively uphold fair competition and promote innovative development in the industry.</p><p>The above measures shall be implemented from the date of issuance of the Administrative Penalty Decision. Tencent and its affiliated companies shall formulate rectification plans in accordance with the above measures within ten days and submit them to the State Administration for Market Regulation for review. The State Administration for Market Regulation has the right to inspect Tencent and its affiliated companies' performance of the above obligations within three years through supervision of the trustee or its own supervision. Tencent shall report its performance of obligations to the State Administration for Market Regulation annually for three years, and shall no longer report after the expiration of three years.</p><p>Article 67 of the Administrative Penalty Law stipulates that \"the administrative organ making the fine decision shall be separated from the agency collecting the fine. Except for fines collected on the spot in accordance with Articles 68 and 69 of this Law, the administrative organ making the administrative penalty decision and its law enforcement personnel shall not collect the fine on their own. The party concerned shall pay the fine at a designated bank or through an electronic payment system within fifteen days from the date of receiving the administrative penalty decision.\" Banks should accept fines and remit them directly to the national treasury.</p><p>The party concerned shall, within fifteen days from the date of receiving this administrative penalty decision, pay the fine at any of the 12 central government non-tax revenue collection agency banks (ICBC, ABC, CCB, COCOM, CITIC, Everbright, China Merchants, Postal Savings Bank, Huaxia, Ping An, and Industrial Bank) branches or online banks in accordance with this administrative penalty decision, using the payment code. Payment code: ***.</p><p>If a party is dissatisfied with the aforementioned administrative penalty decision, they may apply for administrative reconsideration to the State Administration for Market Regulation within sixty days from the date of receiving this administrative penalty decision. Alternatively, within six months from the date of receiving this administrative penalty decision, an administrative lawsuit may be filed with the Beijing Intellectual Property Court in accordance with the law. This administrative penalty decision shall not be suspended during the period of administrative reconsideration or administrative litigation.</p><p>State Administration for Market</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":{"QNETCN":"纳斯达克中美互联网老虎指数","00700":"腾讯控股","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":{"QNETCN":0.9,"TCEHY":0.9,"00700":0.9}},"isVote":1,"tweetType":1,"viewCount":2199,"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,"authorIdStr":"3583704130545629","idStr":"3583704130545629"},"themes":[],"title":"","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":1942,"authorTweetTopStatus":1,"verified":2,"comments":[],"imageCount":0,"langContent":"EN","totalScore":0}],"lives":[]}
