SAMR Conditionally Approves Tencent's Acquisition of Ximalaya Equity

On May 12, 2026, China's State Administration for Market Regulation (SAMR) issued a public announcement approving the equity acquisition of Ximalaya Inc. by Tencent Holdings Limited, subject to five restrictive conditions, bringing the nearly 11-month antitrust review to a formal conclusion.

On June 10, 2025, Tencent entered into a merger agreement with Ximalaya through its holding company, Tencent Music Entertainment Group. The following day, SAMR received the antitrust notification for the concentration of undertakings. After reviewing the submission, SAMR found the documentation incomplete and requested supplementary materials. Subsequently, SAMR confirmed that the supplemental materials complied with the requirements, formally accepted the case, and initiated a preliminary review. On May 12, 2026, SAMR issued its decision.

In this case, SAMR defined three relevant markets: the online audio playback platform market, the online music streaming platform market, and the online audio content licensing market. Upon review, SAMR determined that the case involved three dimensions of competitive effects: horizontal overlap, vertical relationships, and neighboring relationships.

On the horizontal front, both Tencent and Ximalaya operate in the online audio playback platform business and are in direct competition within the domestic market. In 2024, Ximalaya held an approximate market share of 40%–50%, while Tencent held approximately 0%–10%, resulting in a combined share of 45%–55%. Vertically, Tencent is engaged in the online audio content licensing business, which has an upstream-downstream relationship with online audio playback platforms. Additionally, Tencent operates in the online music streaming platform market, where both music and audio content constitute important components of the smart in-vehicle entertainment ecosystem.

SAMR found that following the transaction, the consolidated entity—with its rich content resources, large user base, and strong network effects—would possess significant market power, which could have the effect of excluding or restricting competition in China's online audio playback platform market and online music streaming platform market.

To effectively mitigate the potential adverse effects of the concentration of undertakings, SAMR required Tencent, Ximalaya, and the post-concentration entity to comply with the following five restrictive commitments:

Without legitimate justification, shall not raise service prices, lower service levels, or impose unreasonable trading conditions for online audio playback platforms.
Without legitimate justification, shall not reduce the proportion of free content and free popular content available on online audio playback platforms.
Shall not enter into exclusive licensing agreements with copyright owners of online audio content, and shall terminate any existing exclusive licensing arrangements within a specified period.
Without legitimate justification, shall not bundle online audio playback platforms or online music streaming platforms with automotive manufacturers, nor prevent or restrict automotive manufacturers from purchasing competitors' products.
Shall not restrict content creators (streamers) from joining or distributing their copyrighted works across multiple online audio playback platforms.
This case represents a significant milestone in SAMR's maturation of antitrust review in the platform economy sector. Its core value lies in establishing clear behavioral boundaries, thereby permitting resource integration and efficiency improvements while preemptively preventing potential market monopolistic conduct.