On November 20, the State Administration for Market Supervision made administrative punishment decisions on 43 cases of undeclared illegal implementation of the concentration of undertakings in accordance with the law. in,Ali HealthThe case of Science and Technology (China) Co., Ltd.’s acquisition of the equity of Guizhou Yishu Chain Pharmaceutical Co., Ltd. violated the anti-monopoly law and was fined 500,000 yuan.
State Administration for Market Regulation
Administrative penalty decision
State and Municipal Administration Punishment (2021) No. 104
party:Ali HealthTechnology (China) Co., Ltd.
Residence: Wang, Chaoyang District, BeijingJingdongRoom 1506, 15th Floor, Building 7, Garden 4 District
According to the “Anti-Monopoly Law of the People’s Republic of China” (hereinafter referred to as “Anti-Monopoly Law”) “Interim Provisions on the Review of Concentration of Undertakings”,Ali HealthScience and Technology (China) Co., Ltd. (hereinafter referred to as Ali Health) acquired the equity of Guizhou Yishu Chain Pharmaceutical Co., Ltd. (hereinafter referred to as Guizhou Yishu) for failing to declare the illegal implementation of the concentration of undertakings for investigation.
After investigation, the case constituted a concentration of business operators that had not been declared illegally implemented in accordance with the law, but it did not have the effect of eliminating or restricting competition. In accordance with the “Administrative Punishment Law of the People’s Republic of China” (hereinafter referred to as the “Administrative Punishment Law”), this agency has delivered the “Administrative Punishment Notice” to Ali Health, informing the parties of the intended administrative punishment content, facts, reasons, and basis , And inform the parties of their rights to make statements, defenses, and request hearings in accordance with the law. Ali Health did not make a statement, defense or request a hearing within the specified time limit. The investigation and trial of this case have now been concluded.
1. Basic situation
(1) The transaction party.
Acquirer: Ali Health. Registered and established in Beijing in 2015, the ultimate controller isAlibabaGroup Holdings Limited (hereinafter referred to as Ali). Alibaba’s main businesses include online retail platform services, retail and wholesale commerce, logistics services, life services, cloud computing, digital media and entertainment, and innovative businesses. In 2017, Alibaba Health’s global turnover is (omitted) RMB (the same currency below), and China’s domestic turnover is (omitted).
Acquired party: Guizhou Yishu. It was registered and established in Guiyang City, Guizhou Province in 1999, and the ultimate controller is Wang Chunlei and those acting in concert. Guizhou Yishu is principally engaged in pharmaceutical retail business. In 2017, the turnover of Guizhou One Tree’s global and Chinese domestic sales is (omitted).
Subsistingshareholder: Wang Chunlei and those acting in concert (hereinafter referred to as Wang Chunlei) are mainly engaged in (omitted). In 2017, Wang Chunlei’s global and China domestic turnover are both (omitted).
(2) Overview of the transaction.
The transaction is an equity acquisition. On August 17, 2018, Ali Health, Guizhou Yishu, etc. signed the “Capital Increase Agreement” “Equity transfer“Agreement” and “Shareholders Agreement”, Alibaba Health acquired 25% equity of Guizhou Yishu. On September 29, 2018, Guizhou Yishu completed the registration of equity change.
2. Illegal facts and reasons
(1) This case constitutes a concentration of undertakings that have not been declared illegally implemented in accordance with the law.
Article 20 of the Anti-Monopoly Law stipulates that “concentration of business operators refers to the following situations: (1) Merger of business operators; (2) Business operators obtain control over other business operators by acquiring equity or assets; (3) Operator passedcontractObtaining control over other operators or being able to exert decisive influence on other operators.” Ali Health acquired 25% of Guizhou Yishu’s equity and obtained joint control rights. It belongs to the operators stipulated in Article 20 of the Anti-Monopoly Law. concentrated.
In 2017, Alibaba Health‘s global turnover is (omitted), and China’s turnover is (omitted); Wang Chunlei’s global and China’s turnover are both (omitted), meeting Article 3 of the Regulations of the State Council on Concentration Declaration Standards of Undertakings The reporting standards of the statutes belong to the circumstances that should be reported.
Article 21 of the “Anti-Monopoly Law” stipulates that “If the concentration of undertakings meets the reporting standards set by the State Council, the undertakings shall report to the Anti-Monopoly Law Enforcement Agency of the State Council in advance, and the concentration shall not be implemented if there is no declaration.” On September 29, 2018, Guizhou Yishu completed the registration of the equity change, but failed to declare it in accordance with the law before that, in violation of Article 21 of the Anti-Monopoly Law, and constituted a concentration of undertakings that failed to declare illegal implementation in accordance with the law.
(2) This case does not have the effect of eliminating or restricting competition.
This agency evaluated the impact of Ali Health‘s acquisition of Guizhou Yishu’s equity on market competition. The evaluation concluded that the concentration of operators will not have the effect of eliminating or restricting competition.
3. The administrative penalty decision to be made and its basis
Article 48 of the “Anti-Monopoly Law” stipulates that “Where operators implement concentration in violation of the provisions of this law, the Anti-Monopoly Law Enforcement Agency of the State Council shall order the suspension of the concentration, the disposal of shares or assets within a time limit, the transfer of business within a time limit, and other necessary measures to restore concentration. In the previous state, a fine of less than 500,000 yuan can be imposed.” 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 violation of the law when determining the specific fines. Factors such as nature, degree and duration.”
According to the above regulations, based on the investigation and evaluation conclusions, this agency decided to impose a fine of 500,000 yuan on Ali Health.
Article 67 of the “Administrative Punishment Law” stipulates that “the administrative agency that makes the decision on fines shall be separated from the agency that collects fines. Except for fines collected on the spot in accordance with the provisions of Articles 68 and 69 of this law, The administrative agency that decides on the administrative penalty and its law-enforcement personnel shall not collect fines by themselves. The party concerned shall, within 15 days of receiving theBankOr pay the fine through the electronic payment system.BankThe fine should be accepted and handed over to the state treasury directly.”
The party concerned shall, within 15 days from the date of receipt of this administrative penalty decision, bring the payment code to 15 central fiscal non-tax revenue collection agentsBank(Industry, Agriculture, China Construction, Communications, CITIC, China Everbright, China Merchants, Postal Savings, China, Ping An, Industrial, People’s Livelihood, Guangfa, Zheshang) Any bank branch or online bank pays a fine. Payment code: 0000002102114949.
If the party is dissatisfied with the above-mentioned administrative penalty decision, he may, within 60 days from the date of receipt of this administrative penalty decision, apply to the State Administration for Market Supervision and Administration for administrative reconsideration; or within six months from the date of receipt of this administrative penalty decision. Internally, an administrative lawsuit was filed in the People’s Court in accordance with the law. During the period of administrative reconsideration or administrative litigation, the execution of this administrative penalty decision shall not be suspended.
General Administration of Market Supervision
November 16, 2021
(This piece is publicly released)
(Source: CDC Finance)
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