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2021-07-25

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Being subject to administrative punishment! Tencent was ordered to lift the exclusive copyright of online music

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。

Being subject to administrative punishment! Tencent was ordered to lift the exclusive copyright of online music

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{"i18n":{"language":"en_US"},"data":{"magic":2,"id":177679300,"tweetId":"177679300","gmtCreate":1627216840600,"gmtModify":1703485655635,"author":{"id":4089212975502280,"idStr":"4089212975502280","authorId":4089212975502280,"authorIdStr":"4089212975502280","name":"dennis0127","avatar":"https://static.laohu8.com/default-avatar.jpg","vip":1,"userType":1,"introduction":"","boolIsFan":false,"boolIsHead":false,"crmLevel":11,"crmLevelSwitch":0,"individualDisplayBadges":[],"fanSize":0,"starInvestorFlag":false},"themes":[],"images":[],"coverImages":[],"extraTitle":"","html":"<html><head></head><body>good</body></html>","htmlText":"<html><head></head><body>good</body></html>","text":"good","highlighted":1,"essential":1,"paper":1,"likeSize":0,"commentSize":0,"repostSize":0,"favoriteSize":0,"link":"https://ttm.financial/post/177679300","repostId":1170350340,"repostType":4,"repost":{"id":"1170350340","kind":"news","weMediaInfo":{"introduction":"为用户提供金融资讯、行情、数据，旨在帮助投资者理解世界，做投资决策。","home_visible":1,"media_name":"老虎资讯综合","id":"102","head_image":"https://static.tigerbbs.com/8274c5b9d4c2852bfb1c4d6ce16c68ba"},"pubTimestamp":1627092098,"share":"https://ttm.financial/m/news/1170350340?lang=en_US&edition=fundamental","pubTime":"2021-07-24 10:01","market":"hk","language":"zh","title":"Being subject to administrative punishment! Tencent was ordered to lift the exclusive copyright of online music","url":"https://stock-news.laohu8.com/highlight/detail?id=1170350340","media":"老虎资讯综合","summary":"腾讯回应被责令解除网络音乐独家版权：公司将认真遵守决定，严格落实监管要求，依法合规经营，切实履行社会责任，维护市场的良性竞争。市场监管总局依法作出行政处罚决定，责令腾讯及关联公司采取三十日内解除独家音乐版权、停止高额预付金等版权费用支付方式、无正当理由不得要求上游版权方给予其优于竞争对手的条件等恢复市场竞争状态的措施。","content":"Tencent responded to being ordered to lift the exclusive copyright of online music: the company will conscientiously abide by the decision, strictly implement regulatory requirements, operate in compliance with laws and regulations, earnestly fulfill social responsibilities, and maintain healthy competition in the market. Tencent will consolidate its responsibilities, formulate corrective measures plans with affiliated companies such as Tencent Music within the prescribed time limit, and complete them to the letter in accordance with the requirements of the penalty decision to ensure that the rectification is in place.The State Administration for Market Regulation made an administrative penalty decision in accordance with the law, ordering Tencent and its affiliated companies to cancel exclusive music copyrights within 30 days, stop paying copyright fees such as high prepayments, and not require upstream copyright owners to give them conditions that are superior to competitors without justifiable reasons. and other measures to restore market competition. In January 2021, according to the report, the State Administration for Market Regulation launched an investigation into Tencent Holdings Co., Ltd. (hereinafter referred to as Tencent) 's acquisition of equity in China Music Group in July 2016 for suspected illegal concentration of operators.In accordance with the Anti-Monopoly Law, the State Administration for Market Regulation found out the fact that this transaction illegally implemented concentration, and fully evaluated factors such as the share, control, concentration of the operators participating in the concentration in the relevant market, as well as the impact of concentration on market entry and consumers. At the same time, it extensively solicited opinions from relevant government departments, industry associations, experts and scholars, and competitors in the same industry, and listened to Tencent's statements many times.The investigation shows that the relevant market in this case is the online music playback platform market in China. Genuine music copyright is the core asset and key resource of the operation of online music playing platform. In 2016, Tencent and China Music Group had about 30% and 40% in the relevant market shares, respectively. Tencent gained a higher market share by merging with its main competitors in the market. After concentration, the entity occupied more than 80% of the exclusive music library resources, which may be able to urge the upstream copyright owners to reach more exclusive copyright agreements with them, or require them to be given better trading conditions than their competitors, or raise market entry barriers by paying high advance payment and other copyright payment modes, which has or may have the effect of excluding and restricting competition in the relevant market.According to Article 48 of the Anti-Monopoly Law and Article 57 of the Interim Provisions on the Examination of Concentration of Business Enterprises, and in accordance with the principle of paying equal attention to development and standardization, the State Administration for Market Regulation made an administrative penalty decision in accordance with the law, ordering Tencent and its affiliated companies to take measures to restore market competition, such as canceling exclusive music copyright within 30 days, stopping payment methods of copyright fees such as high advance payments, and not requiring upstream copyright owners to give them conditions superior to competitors without justifiable reasons. Tencent will report the performance of its obligations to the State Administration for Market Regulation every year within three years, and the State Administration for Market Regulation will strictly supervise its implementation in accordance with the law.This case is the first case since the implementation of China's Anti-Monopoly Law in which necessary measures have been taken to restore market competition against the illegal concentration of business operators. Measures such as ordering Tencent to lift exclusive copyright will reshape the competition order in relevant markets, lower barriers to market entry, and give competitors a fair opportunity to reach upstream copyright resources, which will help return the focus of competition from using capital advantages to grab copyright resources to innovative service level and improve the rational track of user experience; It is conducive to promoting a reasonable way to calculate copyright fees in line with international standards and reduce downstream operating costs; It is conducive to cultivating new market entrants, creating a fairer competitive environment for existing enterprises, protecting consumers' right to choose, ultimately benefiting consumers, and promoting the standardized, innovative and healthy development of online music industry.The following is the full text of the penalty letter:State Administration for Market RegulationDecision on administrative penaltyGuo Municipal Supervision Office [2021] No. 67Parties: Tencent Holdings LimitedResidence: Creech Place, Huggins Avenue, Cayman IslandsIn accordance with the \"Anti-Monopoly Law of the People's Republic of China\" (hereinafter referred to as the \"Anti-Monopoly Law\") and the \"Interim Provisions on the Examination of Concentration of Business Enterprises\", on January 25, 2021, this agency investigated the acquisition of China Music Group's equity by Tencent Holdings Co., Ltd. (hereinafter referred to as Tencent) for suspected illegal implementation of concentration of business operators.After investigation, the case constitutes an illegal concentration of business operators, which has or may have the effect of excluding or restricting competition. In accordance with the provisions of the Administrative Punishment Law of the People's Republic of China (hereinafter referred to as the Administrative Punishment Law), this organ serves the Notice of Administrative Punishment to Tencent, informing it of the content, facts, reasons and basis of the proposed administrative punishment, and informing it of its legal rights to make statements, defend and request a hearing. Tencent did not make a statement, defense or request a hearing within the prescribed time limit. The investigation and trial of this case have been concluded.<ul><li>Basic information</li></ul>(1) Transaction parties.Acquirer: Tencent.It was incorporated in the British Virgin Islands in November 1999, relocated to the British Cayman Islands in February 2004, listed on the Hong Kong Stock Exchange in June 2004, and controlled Shenzhen Tencent Computer Systems Co., Ltd., the main domestic operating entity, through an agreement. The main businesses include social and communication services, social networking platforms, online music platforms, games, online video services, interactive entertainment live broadcasts, etc. In 2015, the global turnover was 102.863 billion yuan (the same currency below), and the domestic turnover in China was 96.251 billion yuan.Acquired party: China Music Group.Incorporated in the Cayman Islands in 2012, it controls Ocean Interactive (Beijing) Information Technology Co., Ltd., a major domestic operating entity, through an agreement. The main business includes online music platform, record company publishing business, copyright agency business, etc. Natural persons (omitted) have joint control as parties acting in concert. In 2015, the global and domestic turnover in China were (omitted).(2) Transaction overview.On July 12, 2016, Tencent invested in China Music Group with its valued (omitted) business (mainly QQ music business), acquired 61.64% equity of China Music Group, and obtained sole control of China Music Group. In December 2016, the integrated China Music Group was renamed Tencent Music Entertainment Group. On December 6, 2017, the transaction completed the registration procedures for equity change.II. Illegal facts and reasons(1) This case constitutes an illegal concentration of business operators.Article 20 of the Anti-Monopoly Law stipulates that \"concentration of operators refers to the following situations: (1) merger of operators; (2) Operators obtain control over other operators by acquiring equity or assets; (3) Operators obtain control over other operators through contracts or other means or can exert decisive influence on other operators\". Before this concentration, China Music Group was jointly controlled by natural persons (omitted). After this concentration, Tencent acquired 61.64% equity of China Music Group and obtained sole control over China Music Group, which belongs to the concentration of operators stipulated in Article 20 of the Anti-Monopoly Law.Tencent's global turnover in 2015 was 102.863 billion yuan, and its domestic turnover in China was 96.251 billion yuan. China Music Group's global and domestic turnover in 2015 were both (omitted), meeting the reporting standards stipulated in Article 3 of the Regulations of the State Council on the Declaration Standards for Concentration of Business Operators, which is a situation that should be reported.Article 21 of the Anti-Monopoly Law stipulates that \"if the concentration of business operators meets the reporting standards prescribed by the State Council, the business operators shall report to the anti-monopoly law enforcement agency of the State Council in advance, and the concentration shall not be implemented if the concentration is not reported\". On December 6, 2017, Tencent completed the registration of equity change. Before that, it failed to report to this authority, which violated the provisions of Article 21 of the Anti-Monopoly Law and constituted an illegal concentration of operators.The above facts are proved by evidence such as a copy of Tencent's business license, organizational structure chart, equity relationship chart, Declaration Form for Anti-monopoly Examination of Concentration of Business Operators, Tencent's annual report, Written Explanation of Tencent's Relevant Issues, and Share Subscription Agreement.(2) This case has or may have the effect of excluding or restricting competition.According to the provisions of the Anti-Monopoly Law and the Guidelines of the Anti-Monopoly Committee of the State Council on the Definition of Relevant Markets, and taking into account the characteristics of the platform economy, based on economic analysis and questionnaire survey, 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.Online music playback platform marketIt refers to a platform that provides consumers with complete copyrighted music recording playback services through online playback or download through programs or websites of computers, mobile phones or other intelligent terminals. Although online karaoke, live webcast, short video platforms, etc. also provide services related to online music, their core functions, application scenarios, business models, market entry, etc. do not have a close substitution relationship with the online music playback platform market, and do not belong to the same related commodity market. As the authorization of music copyright is restricted by the copyright laws of various countries, and there are obvious regional differences, the scope of music copyright dissemination authorized by online music playing platforms in China is generally within China, and it is mainly for users within China, so the relevant geographical market is defined as within China.After in-depth research, this concentration has or may have the effect of eliminating and restricting competition in the online music playing platform market in China:<ol><li>After concentration, the entity has a higher market share in the relevant market.</li></ol>When the concentration occurred in July 2016, the number of monthly active users of Tencent and China Music Group was 160 million and 230 million respectively, with market shares of 33.96% and 49.07% respectively; The monthly usage time of users is 805 million hours and 698 million hours respectively, and the market shares are 45.77% and 39.65% respectively. Both parties in the concentration rank among the top two in the market, with a total market share of more than 80%. In 2016, the total sales amount of both parties in the relevant market was (omitted), accounting for about 70% of the total revenue of the relevant market. Calculated by the share of music copyright core resources, the number of music libraries of Tencent and China Music Group is 12.1 million and 8.21 million respectively, of which 3.14 million and 1.3 million are exclusive music libraries, and the market share of music libraries and exclusive resources exceeds 80%.From the analysis of the Herfindahl-Hirschman Index (HHI Index) of this market, it is 6950 after trading, which is a highly concentrated market, and the increment generated by concentration is 3350. The transaction has further increased the concentration of the relevant market and further weakened competition.<ol><li>Focus on reducing major competitors in relevant markets.</li></ol>According to the survey, before the transaction, the concentrated parties ranked the top two in the market, with equal competitive strength and close competition with each other. According to consumers' choice of flow between alternative platforms, 73.6% of users of QQ Music owned by Tencent have flowed to Kugou Music and Kuwo Music owned by China Music Group, indicating that if QQ Music raises prices or lowers service levels, 73.6% of users may flow to the platforms owned by China Music Group, and the two sides are relatively close competitors with each other. Focus on reducing major competitors in relevant markets and further weakening market competition.<ol><li>Concentration may further increase barriers to entry in relevant markets.</li></ol>First, it is possible to raise barriers to copyright resources.When the entity locks in more exclusive copyright resources after concentration, new entrants have to rely on their sub-licensing, which makes it difficult to enter the relevant market. The market size brought about by concentration also enables it to pay copyright fees to upstream copyright owners by paying high non-refundable prepayments in advance, which may further increase market entry barriers.Second, it may increase user conversion costs.Focus on bringing Tencent more abundant music library resources, a larger user scale and sufficient usage data. Compared with new platforms, it can recommend songs that meet consumers' preferences better, resulting in a reduction in users' willingness to switch platforms, thereby further expanding the user scale, which may prevent other competitors from reaching or maintaining critical scale.Third, after concentration, the market entry activity is not high.The data shows that the main entry of the online music playback platform market occurred from the beginning of 2016 to July 2017. After the centralized completion at the end of 2017, the market entry activity dropped significantly.To sum up, Tencent has a high market share in the online music playing platform market in China through this item, which may enable it to urge the upstream copyright owner to grant it exclusive copyright authorization, or provide it with conditions superior to competitors, or may enable Tencent to raise market entry barriers by paying high advance payments, etc., which has or may have the effect of excluding and restricting competition in relevant markets.At the same time, the survey found that China's online music playback platform market has developed rapidly, and the market share of Tencent's main competitors (omitted) has also shown a rapid growth, from less than 6% at the time of concentration to nearly 18%, an increase of about 200%, indicating that competitors have a tendency to strengthen their competitive constraints. In addition, there has been a certain trend of dynamic competition and cross-border integration between online music playback platforms and other platforms in recent years. Some short video platforms with a wide user base may become competitors in related markets in the future if they obtain a sufficient number of music copyright resources.The above facts are proved by statistical data and industry analysis reports of third-party organizations, Questionnaire Survey Report, Economic Analysis Report, Authorization Agreement and Sub-Authorization Agreement provided by Tencent and related parties, and replies from relevant parties such as industry authorities.III. Basis and decision of administrative punishmentArticle 48 of the Anti-Monopoly Law stipulates that \"if an operator violates the provisions of this Law to implement concentration, the anti-monopoly law enforcement agency of the State Council shall order it to stop the concentration, dispose of shares or assets within a time limit, transfer business within a time limit, and take other necessary measures to restore it to the pre-concentration state, and may be fined not more than 500,000 yuan.\" Article 49 of the Anti-Monopoly Law stipulates that \"for the fines stipulated in Articles 46, 47 and 48 of this Law, the anti-monopoly law enforcement agency shall consider the nature, degree and duration of the illegal act when determining the specific amount of the fine\".According to the above provisions, based on the above investigation and evaluation conclusion, this authority has made the following decisions on Tencent:(1) Order Tencent and its affiliated companies to take the following measures to restore competition in relevant markets:1. An exclusive copyright agreement (the copyright scope includes the information network dissemination right of all music works and sound recordings) or other exclusive agreements shall not be reached or reached in disguised form with the upstream copyright owner. If it has been reached, it shall be terminated within 30 days from the date of promulgation of this decision, except for the exclusive cooperation with independent musicians (natural persons who have authorized the copyright with the music platform in their own name and have never signed an agreement with any record company or brokerage company) or new songs. The exclusive cooperation period with independent musicians shall not exceed three years, and the exclusive cooperation period with new songs shall not exceed thirty days.2. Without justifiable reasons, the upstream copyright owner shall not be required or disguised to give the parties conditions that are superior to other competitors, including but not limited to the scope of authorization, the amount of authorization, the period of authorization, etc., or any agreement or agreement terms related to it. If it has been reached, it shall be cancelled within 30 days from the date of promulgation of this decision.3. Quote the upstream copyright owner based on factors such as the actual use of the copyright, user payment, unit price of the song, application scenarios, contract period, etc., and do not increase the cost of competitors in disguised form through high prepayments, etc., and exclude or restrict competition.(2) A fine of 500,000 yuan shall be imposed.(3) Declaring concentration of business operators in accordance with the law.1. If the concentration of business operators meets the reporting standards stipulated by the State Council, it shall be reported to the State Administration for Market Regulation in advance, and the concentration shall not be implemented if the concentration is not reported.2. If the concentration of business operators does not meet the reporting standards, but the concentration of business operators has or may have the effect of excluding or restricting competition, it shall be reported to the State Administration for Market Regulation in advance, and the concentration shall not be implemented if the concentration is not reported.3. If the transaction does not constitute a concentration of operators, except for matters stipulated by law to protect the rights and interests of minority shareholders, it shall not participate in the business decision-making of relevant enterprises, and report the basic situation of the transaction to the State Administration for Market Regulation in the annual report.(4) Operate in compliance with laws and regulations, and establish and improve a long-term mechanism for fair participation in market competition.1. Comprehensively standardize its own competitive behavior, conduct comprehensive and in-depth self-examination according to the Anti-Monopoly Law, and examine and standardize its own business behavior.2. Strictly implement the main responsibilities of platform enterprises, constantly improve the internal governance rules of the platform, and cooperate with other operators in accordance with the principles of fairness, reasonableness, and non-discrimination.3. Improve the internal compliance control system of enterprises, establish and effectively implement the anti-monopoly compliance system, and consciously safeguard fair competition.4. Protect the legitimate rights and interests of consumers. Fully protect consumers' rights, reasonably set charging prices, and protect consumers' privacy.5. Actively maintain fair competition and promote industry innovation and development.The period of the above measures starts from the date of issuance of the \"Administrative Punishment Decision\". Tencent and its affiliated companies must formulate a rectification plan based on the above measures within ten days and submit it to the State Administration for Market Regulation for review. The State Administration for Market Regulation has the right to inspect the performance of the above obligations by Tencent and its affiliated companies through supervising the trustee or self-supervision within three years. Tencent will report the performance of its obligations to the State Administration for Market Regulation every year within three years, and will not report after the expiration of three years.Article 67 of the Administrative Punishment Law stipulates that \"the administrative organ that makes the fine decision shall be separated from the institution that collects the fine. Except for the fine collected on the spot in accordance with the provisions of Articles 68 and 69 of this Law, the administrative organ that makes the administrative punishment decision and its law enforcement officers shall not collect the fine by themselves. The party concerned shall pay the fine at the designated bank or through the electronic payment system within 15 days from the date of receiving the administrative punishment decision. The bank shall accept the fine and turn it over directly to the state treasury. \"Within fifteen days from the date of receipt of this administrative penalty decision, the party concerned shall, in accordance with this administrative penalty decision, bring the payment code to any of the 12 central fiscal non-tax revenue collection agent banks (Industry, Agriculture, China, Construction, Communications, CITIC, Everbright, China Merchants, Postal Savings, Huaxia, Ping An, Industrial) or online banking to pay the fine. Payment code: * * *.If the party concerned is dissatisfied with the above-mentioned administrative penalty decision, it may apply to the State Administration for Market Regulation for administrative reconsideration within 60 days from the date of receipt of this administrative penalty decision; Or within six months from the date of receipt of this administrative penalty decision, file an administrative lawsuit with the Beijing Intellectual Property Court according to law. During the period of administrative reconsideration or administrative litigation, the execution of this administrative punishment decision shall not be suspended.State Administration for Market RegulationJuly 24, 2021<img src=\"https://static.tigerbbs.com/670343de69414ca1b966fc90740b6559\" tg-width=\"1020\" tg-height=\"642\" referrerpolicy=\"no-referrer\" width=\"100%\" height=\"auto\">","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>Being subject to administrative punishment! Tencent was ordered to lift the exclusive copyright of online music</title>\n<style type=\"text/css\">\na,abbr,acronym,address,applet,article,aside,audio,b,big,blockquote,body,canvas,caption,center,cite,code,dd,del,details,dfn,div,dl,dt,\nem,embed,fieldset,figcaption,figure,footer,form,h1,h2,h3,h4,h5,h6,header,hgroup,html,i,iframe,img,ins,kbd,label,legend,li,mark,menu,nav,\nobject,ol,output,p,pre,q,ruby,s,samp,section,small,span,strike,strong,sub,summary,sup,table,tbody,td,tfoot,th,thead,time,tr,tt,u,ul,var,video{ font:inherit;margin:0;padding:0;vertical-align:baseline;border:0 }\nbody{ font-size:16px; line-height:1.5; color:#999; background:transparent; }\n.wrapper{ overflow:hidden;word-break:break-all;padding:10px; }\nh1,h2{ font-weight:normal; line-height:1.35; margin-bottom:.6em; }\nh3,h4,h5,h6{ line-height:1.35; margin-bottom:1em; }\nh1{ font-size:24px; }\nh2{ font-size:20px; }\nh3{ font-size:18px; }\nh4{ font-size:16px; }\nh5{ font-size:14px; }\nh6{ font-size:12px; }\np,ul,ol,blockquote,dl,table{ margin:1.2em 0; }\nul,ol{ margin-left:2em; }\nul{ list-style:disc; }\nol{ list-style:decimal; }\nli,li p{ margin:10px 0;}\nimg{ max-width:100%;display:block;margin:0 auto 1em; }\nblockquote{ color:#B5B2B1; border-left:3px solid #aaa; padding:1em; }\nstrong,b{font-weight:bold;}\nem,i{font-style:italic;}\ntable{ width:100%;border-collapse:collapse;border-spacing:1px;margin:1em 0;font-size:.9em; }\nth,td{ padding:5px;text-align:left;border:1px solid #aaa; }\nth{ font-weight:bold;background:#5d5d5d; }\n.symbol-link{font-weight:bold;}\n/* header{ border-bottom:1px solid #494756; } */\n.title{ margin:0 0 8px;line-height:1.3;color:#ddd; }\n.meta {color:#5e5c6d;font-size:13px;margin:0 0 .5em; }\na{text-decoration:none; color:#2a4b87;}\n.meta .head { display: inline-block; overflow: hidden}\n.head .h-thumb { width: 30px; height: 30px; margin: 0; padding: 0; border-radius: 50%; float: left;}\n.head .h-content { margin: 0; padding: 0 0 0 9px; float: left;}\n.head .h-name {font-size: 13px; color: #eee; margin: 0;}\n.head .h-time {font-size: 12.5px; color: #7E829C; margin: 0;}\n.small {font-size: 12.5px; display: inline-block; transform: scale(0.9); -webkit-transform: scale(0.9); transform-origin: left; -webkit-transform-origin: left;}\n.smaller {font-size: 12.5px; display: inline-block; transform: scale(0.8); -webkit-transform: scale(0.8); transform-origin: left; -webkit-transform-origin: left;}\n.bt-text {font-size: 12px;margin: 1.5em 0 0 0}\n.bt-text p {margin: 0}\n</style>\n</head>\n<body>\n<div class=\"wrapper\">\n<header>\n<h2 class=\"title\">\nBeing subject to administrative punishment! Tencent was ordered to lift the exclusive copyright of online music\n</h2>\n<h4 class=\"meta\">\n<a class=\"head\" href=\"https://laohu8.com/wemedia/102\">\n\n<div class=\"h-thumb\" style=\"background-image:url(https://static.tigerbbs.com/8274c5b9d4c2852bfb1c4d6ce16c68ba);background-size:cover;\"></div>\n\n<div class=\"h-content\">\n老虎资讯综合 \n2021-07-24 10:01\n</div>\n</a>\n</h4>\n</header>\n<article>\nTencent responded to being ordered to lift the exclusive copyright of online music: the company will conscientiously abide by the decision, strictly implement regulatory requirements, operate in compliance with laws and regulations, earnestly fulfill social responsibilities, and maintain healthy competition in the market. Tencent will consolidate its responsibilities, formulate corrective measures plans with affiliated companies such as Tencent Music within the prescribed time limit, and complete them to the letter in accordance with the requirements of the penalty decision to ensure that the rectification is in place.The State Administration for Market Regulation made an administrative penalty decision in accordance with the law, ordering Tencent and its affiliated companies to cancel exclusive music copyrights within 30 days, stop paying copyright fees such as high prepayments, and not require upstream copyright owners to give them conditions that are superior to competitors without justifiable reasons. and other measures to restore market competition. In January 2021, according to the report, the State Administration for Market Regulation launched an investigation into Tencent Holdings Co., Ltd. (hereinafter referred to as Tencent) 's acquisition of equity in China Music Group in July 2016 for suspected illegal concentration of operators.In accordance with the Anti-Monopoly Law, the State Administration for Market Regulation found out the fact that this transaction illegally implemented concentration, and fully evaluated factors such as the share, control, concentration of the operators participating in the concentration in the relevant market, as well as the impact of concentration on market entry and consumers. At the same time, it extensively solicited opinions from relevant government departments, industry associations, experts and scholars, and competitors in the same industry, and listened to Tencent's statements many times.The investigation shows that the relevant market in this case is the online music playback platform market in China. Genuine music copyright is the core asset and key resource of the operation of online music playing platform. In 2016, Tencent and China Music Group had about 30% and 40% in the relevant market shares, respectively. Tencent gained a higher market share by merging with its main competitors in the market. After concentration, the entity occupied more than 80% of the exclusive music library resources, which may be able to urge the upstream copyright owners to reach more exclusive copyright agreements with them, or require them to be given better trading conditions than their competitors, or raise market entry barriers by paying high advance payment and other copyright payment modes, which has or may have the effect of excluding and restricting competition in the relevant market.According to Article 48 of the Anti-Monopoly Law and Article 57 of the Interim Provisions on the Examination of Concentration of Business Enterprises, and in accordance with the principle of paying equal attention to development and standardization, the State Administration for Market Regulation made an administrative penalty decision in accordance with the law, ordering Tencent and its affiliated companies to take measures to restore market competition, such as canceling exclusive music copyright within 30 days, stopping payment methods of copyright fees such as high advance payments, and not requiring upstream copyright owners to give them conditions superior to competitors without justifiable reasons. Tencent will report the performance of its obligations to the State Administration for Market Regulation every year within three years, and the State Administration for Market Regulation will strictly supervise its implementation in accordance with the law.This case is the first case since the implementation of China's Anti-Monopoly Law in which necessary measures have been taken to restore market competition against the illegal concentration of business operators. Measures such as ordering Tencent to lift exclusive copyright will reshape the competition order in relevant markets, lower barriers to market entry, and give competitors a fair opportunity to reach upstream copyright resources, which will help return the focus of competition from using capital advantages to grab copyright resources to innovative service level and improve the rational track of user experience; It is conducive to promoting a reasonable way to calculate copyright fees in line with international standards and reduce downstream operating costs; It is conducive to cultivating new market entrants, creating a fairer competitive environment for existing enterprises, protecting consumers' right to choose, ultimately benefiting consumers, and promoting the standardized, innovative and healthy development of online music industry.The following is the full text of the penalty letter:State Administration for Market RegulationDecision on administrative penaltyGuo Municipal Supervision Office [2021] No. 67Parties: Tencent Holdings LimitedResidence: Creech Place, Huggins Avenue, Cayman IslandsIn accordance with the \"Anti-Monopoly Law of the People's Republic of China\" (hereinafter referred to as the \"Anti-Monopoly Law\") and the \"Interim Provisions on the Examination of Concentration of Business Enterprises\", on January 25, 2021, this agency investigated the acquisition of China Music Group's equity by Tencent Holdings Co., Ltd. (hereinafter referred to as Tencent) for suspected illegal implementation of concentration of business operators.After investigation, the case constitutes an illegal concentration of business operators, which has or may have the effect of excluding or restricting competition. In accordance with the provisions of the Administrative Punishment Law of the People's Republic of China (hereinafter referred to as the Administrative Punishment Law), this organ serves the Notice of Administrative Punishment to Tencent, informing it of the content, facts, reasons and basis of the proposed administrative punishment, and informing it of its legal rights to make statements, defend and request a hearing. Tencent did not make a statement, defense or request a hearing within the prescribed time limit. The investigation and trial of this case have been concluded.<ul><li>Basic information</li></ul>(1) Transaction parties.Acquirer: Tencent.It was incorporated in the British Virgin Islands in November 1999, relocated to the British Cayman Islands in February 2004, listed on the Hong Kong Stock Exchange in June 2004, and controlled Shenzhen Tencent Computer Systems Co., Ltd., the main domestic operating entity, through an agreement. The main businesses include social and communication services, social networking platforms, online music platforms, games, online video services, interactive entertainment live broadcasts, etc. In 2015, the global turnover was 102.863 billion yuan (the same currency below), and the domestic turnover in China was 96.251 billion yuan.Acquired party: China Music Group.Incorporated in the Cayman Islands in 2012, it controls Ocean Interactive (Beijing) Information Technology Co., Ltd., a major domestic operating entity, through an agreement. The main business includes online music platform, record company publishing business, copyright agency business, etc. Natural persons (omitted) have joint control as parties acting in concert. In 2015, the global and domestic turnover in China were (omitted).(2) Transaction overview.On July 12, 2016, Tencent invested in China Music Group with its valued (omitted) business (mainly QQ music business), acquired 61.64% equity of China Music Group, and obtained sole control of China Music Group. In December 2016, the integrated China Music Group was renamed Tencent Music Entertainment Group. On December 6, 2017, the transaction completed the registration procedures for equity change.II. Illegal facts and reasons(1) This case constitutes an illegal concentration of business operators.Article 20 of the Anti-Monopoly Law stipulates that \"concentration of operators refers to the following situations: (1) merger of operators; (2) Operators obtain control over other operators by acquiring equity or assets; (3) Operators obtain control over other operators through contracts or other means or can exert decisive influence on other operators\". Before this concentration, China Music Group was jointly controlled by natural persons (omitted). After this concentration, Tencent acquired 61.64% equity of China Music Group and obtained sole control over China Music Group, which belongs to the concentration of operators stipulated in Article 20 of the Anti-Monopoly Law.Tencent's global turnover in 2015 was 102.863 billion yuan, and its domestic turnover in China was 96.251 billion yuan. China Music Group's global and domestic turnover in 2015 were both (omitted), meeting the reporting standards stipulated in Article 3 of the Regulations of the State Council on the Declaration Standards for Concentration of Business Operators, which is a situation that should be reported.Article 21 of the Anti-Monopoly Law stipulates that \"if the concentration of business operators meets the reporting standards prescribed by the State Council, the business operators shall report to the anti-monopoly law enforcement agency of the State Council in advance, and the concentration shall not be implemented if the concentration is not reported\". On December 6, 2017, Tencent completed the registration of equity change. Before that, it failed to report to this authority, which violated the provisions of Article 21 of the Anti-Monopoly Law and constituted an illegal concentration of operators.The above facts are proved by evidence such as a copy of Tencent's business license, organizational structure chart, equity relationship chart, Declaration Form for Anti-monopoly Examination of Concentration of Business Operators, Tencent's annual report, Written Explanation of Tencent's Relevant Issues, and Share Subscription Agreement.(2) This case has or may have the effect of excluding or restricting competition.According to the provisions of the Anti-Monopoly Law and the Guidelines of the Anti-Monopoly Committee of the State Council on the Definition of Relevant Markets, and taking into account the characteristics of the platform economy, based on economic analysis and questionnaire survey, 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.Online music playback platform marketIt refers to a platform that provides consumers with complete copyrighted music recording playback services through online playback or download through programs or websites of computers, mobile phones or other intelligent terminals. Although online karaoke, live webcast, short video platforms, etc. also provide services related to online music, their core functions, application scenarios, business models, market entry, etc. do not have a close substitution relationship with the online music playback platform market, and do not belong to the same related commodity market. As the authorization of music copyright is restricted by the copyright laws of various countries, and there are obvious regional differences, the scope of music copyright dissemination authorized by online music playing platforms in China is generally within China, and it is mainly for users within China, so the relevant geographical market is defined as within China.After in-depth research, this concentration has or may have the effect of eliminating and restricting competition in the online music playing platform market in China:<ol><li>After concentration, the entity has a higher market share in the relevant market.</li></ol>When the concentration occurred in July 2016, the number of monthly active users of Tencent and China Music Group was 160 million and 230 million respectively, with market shares of 33.96% and 49.07% respectively; The monthly usage time of users is 805 million hours and 698 million hours respectively, and the market shares are 45.77% and 39.65% respectively. Both parties in the concentration rank among the top two in the market, with a total market share of more than 80%. In 2016, the total sales amount of both parties in the relevant market was (omitted), accounting for about 70% of the total revenue of the relevant market. Calculated by the share of music copyright core resources, the number of music libraries of Tencent and China Music Group is 12.1 million and 8.21 million respectively, of which 3.14 million and 1.3 million are exclusive music libraries, and the market share of music libraries and exclusive resources exceeds 80%.From the analysis of the Herfindahl-Hirschman Index (HHI Index) of this market, it is 6950 after trading, which is a highly concentrated market, and the increment generated by concentration is 3350. The transaction has further increased the concentration of the relevant market and further weakened competition.<ol><li>Focus on reducing major competitors in relevant markets.</li></ol>According to the survey, before the transaction, the concentrated parties ranked the top two in the market, with equal competitive strength and close competition with each other. According to consumers' choice of flow between alternative platforms, 73.6% of users of QQ Music owned by Tencent have flowed to Kugou Music and Kuwo Music owned by China Music Group, indicating that if QQ Music raises prices or lowers service levels, 73.6% of users may flow to the platforms owned by China Music Group, and the two sides are relatively close competitors with each other. Focus on reducing major competitors in relevant markets and further weakening market competition.<ol><li>Concentration may further increase barriers to entry in relevant markets.</li></ol>First, it is possible to raise barriers to copyright resources.When the entity locks in more exclusive copyright resources after concentration, new entrants have to rely on their sub-licensing, which makes it difficult to enter the relevant market. The market size brought about by concentration also enables it to pay copyright fees to upstream copyright owners by paying high non-refundable prepayments in advance, which may further increase market entry barriers.Second, it may increase user conversion costs.Focus on bringing Tencent more abundant music library resources, a larger user scale and sufficient usage data. Compared with new platforms, it can recommend songs that meet consumers' preferences better, resulting in a reduction in users' willingness to switch platforms, thereby further expanding the user scale, which may prevent other competitors from reaching or maintaining critical scale.Third, after concentration, the market entry activity is not high.The data shows that the main entry of the online music playback platform market occurred from the beginning of 2016 to July 2017. After the centralized completion at the end of 2017, the market entry activity dropped significantly.To sum up, Tencent has a high market share in the online music playing platform market in China through this item, which may enable it to urge the upstream copyright owner to grant it exclusive copyright authorization, or provide it with conditions superior to competitors, or may enable Tencent to raise market entry barriers by paying high advance payments, etc., which has or may have the effect of excluding and restricting competition in relevant markets.At the same time, the survey found that China's online music playback platform market has developed rapidly, and the market share of Tencent's main competitors (omitted) has also shown a rapid growth, from less than 6% at the time of concentration to nearly 18%, an increase of about 200%, indicating that competitors have a tendency to strengthen their competitive constraints. In addition, there has been a certain trend of dynamic competition and cross-border integration between online music playback platforms and other platforms in recent years. Some short video platforms with a wide user base may become competitors in related markets in the future if they obtain a sufficient number of music copyright resources.The above facts are proved by statistical data and industry analysis reports of third-party organizations, Questionnaire Survey Report, Economic Analysis Report, Authorization Agreement and Sub-Authorization Agreement provided by Tencent and related parties, and replies from relevant parties such as industry authorities.III. Basis and decision of administrative punishmentArticle 48 of the Anti-Monopoly Law stipulates that \"if an operator violates the provisions of this Law to implement concentration, the anti-monopoly law enforcement agency of the State Council shall order it to stop the concentration, dispose of shares or assets within a time limit, transfer business within a time limit, and take other necessary measures to restore it to the pre-concentration state, and may be fined not more than 500,000 yuan.\" Article 49 of the Anti-Monopoly Law stipulates that \"for the fines stipulated in Articles 46, 47 and 48 of this Law, the anti-monopoly law enforcement agency shall consider the nature, degree and duration of the illegal act when determining the specific amount of the fine\".According to the above provisions, based on the above investigation and evaluation conclusion, this authority has made the following decisions on Tencent:(1) Order Tencent and its affiliated companies to take the following measures to restore competition in relevant markets:1. An exclusive copyright agreement (the copyright scope includes the information network dissemination right of all music works and sound recordings) or other exclusive agreements shall not be reached or reached in disguised form with the upstream copyright owner. If it has been reached, it shall be terminated within 30 days from the date of promulgation of this decision, except for the exclusive cooperation with independent musicians (natural persons who have authorized the copyright with the music platform in their own name and have never signed an agreement with any record company or brokerage company) or new songs. The exclusive cooperation period with independent musicians shall not exceed three years, and the exclusive cooperation period with new songs shall not exceed thirty days.2. Without justifiable reasons, the upstream copyright owner shall not be required or disguised to give the parties conditions that are superior to other competitors, including but not limited to the scope of authorization, the amount of authorization, the period of authorization, etc., or any agreement or agreement terms related to it. If it has been reached, it shall be cancelled within 30 days from the date of promulgation of this decision.3. Quote the upstream copyright owner based on factors such as the actual use of the copyright, user payment, unit price of the song, application scenarios, contract period, etc., and do not increase the cost of competitors in disguised form through high prepayments, etc., and exclude or restrict competition.(2) A fine of 500,000 yuan shall be imposed.(3) Declaring concentration of business operators in accordance with the law.1. If the concentration of business operators meets the reporting standards stipulated by the State Council, it shall be reported to the State Administration for Market Regulation in advance, and the concentration shall not be implemented if the concentration is not reported.2. If the concentration of business operators does not meet the reporting standards, but the concentration of business operators has or may have the effect of excluding or restricting competition, it shall be reported to the State Administration for Market Regulation in advance, and the concentration shall not be implemented if the concentration is not reported.3. If the transaction does not constitute a concentration of operators, except for matters stipulated by law to protect the rights and interests of minority shareholders, it shall not participate in the business decision-making of relevant enterprises, and report the basic situation of the transaction to the State Administration for Market Regulation in the annual report.(4) Operate in compliance with laws and regulations, and establish and improve a long-term mechanism for fair participation in market competition.1. Comprehensively standardize its own competitive behavior, conduct comprehensive and in-depth self-examination according to the Anti-Monopoly Law, and examine and standardize its own business behavior.2. Strictly implement the main responsibilities of platform enterprises, constantly improve the internal governance rules of the platform, and cooperate with other operators in accordance with the principles of fairness, reasonableness, and non-discrimination.3. Improve the internal compliance control system of enterprises, establish and effectively implement the anti-monopoly compliance system, and consciously safeguard fair competition.4. Protect the legitimate rights and interests of consumers. Fully protect consumers' rights, reasonably set charging prices, and protect consumers' privacy.5. Actively maintain fair competition and promote industry innovation and development.The period of the above measures starts from the date of issuance of the \"Administrative Punishment Decision\". Tencent and its affiliated companies must formulate a rectification plan based on the above measures within ten days and submit it to the State Administration for Market Regulation for review. The State Administration for Market Regulation has the right to inspect the performance of the above obligations by Tencent and its affiliated companies through supervising the trustee or self-supervision within three years. Tencent will report the performance of its obligations to the State Administration for Market Regulation every year within three years, and will not report after the expiration of three years.Article 67 of the Administrative Punishment Law stipulates that \"the administrative organ that makes the fine decision shall be separated from the institution that collects the fine. Except for the fine collected on the spot in accordance with the provisions of Articles 68 and 69 of this Law, the administrative organ that makes the administrative punishment decision and its law enforcement officers shall not collect the fine by themselves. The party concerned shall pay the fine at the designated bank or through the electronic payment system within 15 days from the date of receiving the administrative punishment decision. The bank shall accept the fine and turn it over directly to the state treasury. \"Within fifteen days from the date of receipt of this administrative penalty decision, the party concerned shall, in accordance with this administrative penalty decision, bring the payment code to any of the 12 central fiscal non-tax revenue collection agent banks (Industry, Agriculture, China, Construction, Communications, CITIC, Everbright, China Merchants, Postal Savings, Huaxia, Ping An, Industrial) or online banking to pay the fine. Payment code: * * *.If the party concerned is dissatisfied with the above-mentioned administrative penalty decision, it may apply to the State Administration for Market Regulation for administrative reconsideration within 60 days from the date of receipt of this administrative penalty decision; Or within six months from the date of receipt of this administrative penalty decision, file an administrative lawsuit with the Beijing Intellectual Property Court according to law. During the period of administrative reconsideration or administrative litigation, the execution of this administrative punishment decision shall not be suspended.State Administration for Market RegulationJuly 24, 2021<img src=\"https://static.tigerbbs.com/670343de69414ca1b966fc90740b6559\" tg-width=\"1020\" tg-height=\"642\" referrerpolicy=\"no-referrer\" width=\"100%\" height=\"auto\">\n</article>\n</div>\n</body>\n</html>\n","type":0,"thumbnail":"https://static.tigerbbs.com/e7799eeb7043b8caaf3d109c3b13109e","relate_stocks":{"00700":"腾讯控股","TCEHY":"腾讯控股ADR","QNETCN":"纳斯达克中美互联网老虎指数"},"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,"00700":0.9,"TCEHY":0.9}},"isVote":1,"tweetType":1,"viewCount":822,"commentLimit":10,"likeStatus":false,"favoriteStatus":false,"reportStatus":false,"symbols":[],"verified":2,"subType":0,"readableState":1,"langContent":"EN","currentLanguage":"EN","warmUpFlag":false,"orderFlag":false,"shareable":true,"causeOfNotShareable":"","featuresForAnalytics":[],"commentAndTweetFlag":false,"andRepostAutoSelectedFlag":false,"upFlag":false,"length":4,"xxTargetLangEnum":"ORIG"},"commentList":[],"hasMoreComment":false,"orderType":2}