https://www.samr.gov.cn/fldys/tzgg/ftj/art/2023/art_540d71a35dca4905a9ef9eb4c2181bdf.html
Announcement of the State Administration for Market Regulation on the Antitrust Review Decision of Approving Broadcom’s Acquisition of Equity Interests in VMware with Restrictive Conditions (Google Translate to English)
In accordance with the Anti-Monopoly Law of the People's Republic of China (hereinafter referred to as the "Anti-Monopoly Law"), the State Administration for Market Regulation investigated the case of Broadcom Corporation (hereinafter referred to as Broadcom) acquiring the equity of VMware Corporation (hereinafter referred to as VMware) (hereinafter referred to as the case). The centralized anti-monopoly review decided to approve this concentration of undertakings with additional restrictive conditions. In accordance with the provisions of Article 36 of the Anti-Monopoly Law, the following is hereby announced:
1. Acceptance and review procedures
On September 6 , 2022 , the State Administration for Market Regulation received the anti-monopoly declaration for the concentration of undertakings in this case . After review, the State Administration for Market Regulation believed that the application materials were incomplete and required the applicant to supplement them. On April 25 , 2023 , the State Administration for Market Regulation confirmed that the supplemented application materials complied with the provisions of Article 28 of the Anti-Monopoly Law, and accepted the concentration of undertakings and began a preliminary review. On May 25 , the State Administration for Market Regulation decided to further review this concentration of undertakings. On August 22 , with the consent of the declarer, the State Administration for Market Regulation decided to extend the further review ******. On September 25 , the State Administration for Market Regulation made a decision to suspend the calculation of the review ****** in this case; and resumed the calculation of the review ****** on November 17 . Currently, this case is in the further review and extension stage, with the deadline being December 13 . The State Administration for Market Regulation believes that this concentration has or may have the effect of eliminating or restricting competition in the global and Chinese non-public cloud virtualization software, fiber channel adapters, storage adapters and Ethernet network card markets. During the review process, the State Administration for Market Regulation solicited opinions from relevant government departments, industry associations, competitors and downstream customers, held in-depth discussions with economic, legal and industry experts, and communicated and cooperated with other jurisdictions to understand relevant market definitions, market structure, Industry characteristics and the impact of concentration on various aspects, etc., an independent third-party organization was hired to conduct an economic analysis of the competition issues in this case, and the authenticity, completeness and accuracy of the documents and materials submitted by the declarer were reviewed.
2. Basic information of the case
Acquirer: Broadcom was established in the United States in 2018. It is a listed company on the NASDAQ Global Select Market and has no ultimate controller. It is mainly engaged in the design, production and sales of wired and wireless communication semiconductor products, as well as providing specific types of Infrastructure software solutions.
Acquired party: VMware was established in the United States in 1998. It is a listed company on the New York Stock Exchange and has no ultimate controller. It is mainly engaged in software production and technical services. Its core product virtualization software is mainly used in data centers and cloud computing environments.
On May 26 , 2022 , Broadcom and VMware signed an agreement to acquire the entire equity of VMware. After the transaction is completed, VMware will be merged into Broadcom.
3. Relevant markets
(1) Related commodity markets.
After review, Broadcom and VMware have horizontal overlap in the endpoint protection software market. At the same time, Broadcom's fiber channel adapters, storage adapters, and network card products and VMware's virtualization software face a common customer base and have an adjacent relationship. This case defines the relevant product markets as the endpoint protection software market, non-public cloud virtualization software market, fiber channel adapter market, storage adapter market and Ethernet network card market.
1. Endpoint protection software market.
Endpoint protection software is installed on endpoint devices such as PCs, laptops, and mobile devices to detect, prevent, investigate, and respond to security threats. From the perspective of demand substitution, endpoint protection software and other security software products cannot replace each other in function. Endpoint protection software can only detect network traffic but cannot monitor malware behavior. Endpoint protection software uses anti-virus, anti-spyware, and firewall capabilities to inspect inbound and outbound traffic attempting to cross network or cloud endpoints; other security software focuses on preventing and detecting security threats to other parts of information technology systems, such as the network . From a supply substitution perspective, the design and development process of endpoint protection software is very different from other security software. It is understood that for endpoint protection software vendors to switch to other security software products, it will take at least 2 years of development time and 4 to 5 years of product maturity, with a total cost of at least US$ 40 million . Suppliers cannot easily switch from endpoint protection software to other security software. . Therefore, endpoint protection software is defined as a separate related commodity market.
2. Non - publiccloud virtualization softwaremarket .
Virtualization software solves the inefficient use of server hardware by simulating computer hardware, allowing a single server hardware to be divided into multiple virtual computers. Each virtual machine runs its own operating system (i.e., guest operating system) and is independently allocated computing resources from the server's underlying hardware. When defining the market for virtualization software, two aspects need to be considered: one is the enterprise workload deployment model; the other is the type of virtualization software.
According to the enterprise workload deployment model, virtualization software can be subdivided into three types: local data center, private cloud and public cloud. Although public cloud has cost advantages, traditional data centers and private cloud environments do not need to share computing resources with others, have higher levels of control and privacy of sensitive data, better security, greater flexibility, and can provide sufficient bandwidth and storage to meet Ultra-low latency requirements and customization needs. Therefore, the service nature and security requirements of virtualization software deployed on local data centers and private clouds are significantly different from those deployed on public clouds, and the demand for the two is limited. Therefore, virtualization software deployed on local data centers and private clouds is different from virtualization software deployed on public clouds and constitutes an independent related product market.
According to type, virtualization software can be subdivided into two categories: proprietary and open source. Proprietary virtualization software outperforms open source virtualization software in terms of functionality, reliability, compliance, and security. At the same time, even if they are both open source software, there are differences between paid open source software and free open source software. Paid open source software usually adopts a subscription model to provide customers with technical support, security updates, patches and other services for the software. It is closer to the business model of proprietary virtualization software and is better than free open source software in terms of security and other aspects. . A successful virtualization platform needs to meet five aspects: mature technology, comprehensive management, reliability, high availability and disaster recovery . It is difficult to achieve completely free open source virtualization software and cannot form effective competitive constraints on proprietary and paid open source virtualization software. Therefore, proprietary virtualization software and paid open source virtualization software are defined as independent related product markets, and free open source virtualization software is not included.
In summary, proprietary and paid open source virtualization software deployed on local data centers and private clouds are defined as the relevant product market in this case, hereinafter referred to as the non-public cloud virtualization software market.
3. Fiber Channel adapters and storage adapters market .
Fiber Channel Adapter ( FC HBA ) and Storage Adapter ( Storage Adapter ) are installed in the server, connect the server and storage, and provide data input, output processing and physical connection between the server and storage device . Fiber Channel adapters connect storage devices located outside the server in a storage area network ( SAN ) through Fiber Channel switches, while storage adapters directly connect the server central processing unit ( CPU ) to storage that is not on the storage area network, which may be inside the server. The storage may also be external storage. Both are usually plugged into the PCI Express expansion slot on the server host system motherboard and connected to the switch (Fibre Channel adapter) or to the storage device (storage adapter) through a compatible cable. Taking into account the above differences between Fiber Channel adapters and storage adapters, Fiber Channel adapters and storage adapters are defined as independent related product markets.
4. Ethernet network card market.
The network interface controller, referred to as the network card, is one of the server components and mainly provides an interface between the server and other computers and devices on the network. Ethernet network card is one of the most common types of network cards. It is mainly used to connect computers or other devices to an Ethernet network and communicate using the Ethernet protocol. Ethernet network cards have the advantages of low cost, easy deployment, and easy management, and are widely used in local area networks. Other types of network cards include WiFi network cards, Bluetooth network cards, FC network cards, InfiniBand network cards, etc. , each of which is suitable for different network scenarios and application requirements. In this case, Broadcom is engaged in business related to Ethernet network cards. Therefore, Ethernet network cards are defined as the relevant product market in this case.
(2) Relevant geographical markets.
The relevant goods involved in this case are supplied and purchased globally, and suppliers compete globally. There are no obvious price differences for products in different countries, there are no significant cross-border trade barriers, and the product freight accounts for a relatively large proportion of the final selling price. Low, especially software products that only need to be downloaded and the shipping cost is 0 . Therefore, the relevant geographical market for the above-mentioned commodities is defined as global, and the situation of the domestic market in China is also examined.
4. Competition analysis
According to Article 33 of the Anti-Monopoly Law, the State Administration for Market Regulation considers the market share of the operators participating in the concentration in the relevant market and their control over the market, the market concentration degree of the relevant market, the concentration on downstream user enterprises and other Regarding the impact on operators, we conducted an in-depth analysis of the impact of this concentration of operators on market competition, and believed that this concentration would have an impact on the global and Chinese non-public cloud virtualization software markets, fiber channel adapter markets, storage adapter markets, and Ethernet markets. The network card market has or may have the effect of eliminating or restricting competition.
(1) After concentration, the entity will have the ability to eliminate and limit competition in the non-public cloud virtualization software, fiber channel adapters, storage adapters and Ethernet network card markets.
First, after the concentration, the entity will have market control in the global and domestic non-public cloud virtualization software markets. In 2021 , VMware's market shares in the global and Chinese non-public cloud virtualization software markets are 92-97% and 22-27% respectively ( both ranking first ) , and it has market control. Customer surveys show that VMware is in an absolutely leading market position, and it is difficult for other competitors to form effective competitive constraints on VMware. More than 50% of customers believe that VMware is an irreplaceable major supplier in the non-public cloud virtualization software market.
Second, after the concentration, the entity will have a dominant position in the global and Chinese fiber channel adapter markets. In 2021 , Broadcom’s global and Chinese fiber channel adapter market shares will be 60 —65 % and 70-75 % (both ranked first), the main competitor Marvell Electronics has a market share of 35-75 % respectively .40 % and 25-30 % . The HHI indices of the global and Chinese fiber channel adapter markets are 5247 and 6254 respectively . The relevant markets are highly concentrated and have a duopoly market structure, with Broadcom having a dominant market position.
Third, after the concentration, the entity will have strong competitiveness in the global and Chinese storage adapter markets. In 2021 , Broadcom 's global and Chinese storage adapter market shares are 30-35 % and 15-20 % respectively (both ranking first). The market shares of other competitors Microchip and Marvell Electronics are quite different from Broadcom. The unit price of Broadcom storage adapters is higher. Compared with Microchip and Marvell Electronics, Broadcom has stronger pricing power and has certain market power.
Fourth, after the concentration, the entity becomes the main competitor in the global and Chinese Ethernet network card markets. In 2021 , Broadcom 's global and Chinese Ethernet network card market shares will be 10-15 % and 5-10 % respectively . There are competitors such as Nvidia and Intel in the market , but the number of competitors is small. The HHI index of the global and Chinese Ethernet network card markets is respectivelyAbove 3200 and 4300 , the market is highly concentrated. Broadcom ranks third in the global and Chinese Ethernet network card markets and has certain competitiveness.
Fifth, VMware's non-public cloud virtualization software and Broadcom's Fiber Channel adapters, storage adapters and Ethernet network cards are all used on servers. They face a common customer base and have an adjacent relationship. The hardware used in the server needs to communicate with VMware's non-public cloud virtualization software through a driver interface. As a virtualization software supplier, VMware has established a program to certify hardware. In order to ensure interoperability with VMware's non-public cloud virtualization software, the hardware used in servers needs to pass VMware's hardware certification program. Passing this certification process ensures that the hardware can run with VMware software. In order to ensure interoperability with VMware software and obtain VMware certification, hardware manufacturers may provide competitively sensitive information to the centralized entity, and the centralized entity will be able to use this information to obtain unfair competitive advantages, thereby further improving the quality of its own products. Competitiveness.
(2) After the concentration, the entities will have the motivation to exclude and limit competition in the non-public cloud virtualization software, fiber channel adapters, storage adapters and Ethernet network card markets.
First, after the concentration, the entity has the incentive to tie VMware's non-public cloud virtualization software with Broadcom fiber channel adapters, storage adapters and Ethernet network cards (hereinafter referred to as Broadcom hardware). Broadcom hardware and VMware software have highly overlapping customer bases. VMware software is very expensive and the conversion cost for customers to install virtualization software is relatively large. Virtualization software is a more important consideration when customers purchase servers, while Broadcom hardware The price is only 3.3% of the price of VMware software , and it needs to be replaced every 5 years. At the same time, downstream customers have fewer choices in the relevant markets where Broadcom hardware is located, and the possibility of tying is further enhanced.
Second, after concentration, the entity has the incentive to reduce the interoperability of VMware's non-public cloud virtualization software and Broadcom's competitors' hardware products. Market research shows that because VMware software requires certification with server hardware, when VMware software and hardware cannot authenticate each other and cause interoperability problems, customers are more likely to choose VMware, which is 30 times more expensive than the hardware. Software, replace hardware, rather than swapping out VMware software and keeping hardware. Economic analysis shows that it would be profitable for centralized entities to engage in behavior that reduces interoperability.
Third, after concentration, entities have the motivation to improperly use other competitors’ commercially sensitive information. Hardware manufacturers need to ensure interoperability with VMware software and obtain certification from VMware. Market research shows that VMware's certification is crucial for hardware manufacturers. Only after obtaining certification can it be included in the server manufacturer's hardware list and be sold to end customers. In order to ensure that VMware's new products and features are interoperable with hardware products, VMware requires hardware manufacturers to provide competitively sensitive information, such as product plans, functional parameters and 12-24 month technology roadmaps. Most of these hardware manufacturers compete with Broadcom, which means that Broadcom can obtain sensitive information about its competitors through this transaction and further enhance the competitiveness of its products. Competitors' concerns about the improper loss of technical secrets may reduce the level of relevant technical exchanges and cooperation, which will have a negative impact on technological innovation.
(3) After the concentration, the entities have or may have the effect of eliminating or restricting competition in the non-public cloud virtualization software, fiber channel adapters, storage adapters and Ethernet network card markets.
First, after concentration, entities may bundle virtualization software with hardware such as Fiber Channel adapters, storage adapters, and Ethernet network cards, harming the interests and choices of downstream customers.
Second, after the concentration, the entity may refuse or delay the certification or function implementation of VMware virtualization software for other non-Broadcom hardware products, reducing the interoperability between VMware virtualization software and other non-Broadcom hardware products and Broadcom's fiber channel adapters. Interoperability with non-VMware virtualization software.
Third, after the concentration, the entity may obtain commercially sensitive information provided to VMware by other hardware manufacturers through this transaction, giving it a competitive advantage and excluding and restricting other competitors, which may have a negative impact on technological innovation in the industry.
5. Negotiation of additional restrictive conditions
During the review process, the State Administration for Market Regulation promptly informed the applicant of the review opinions that this case had or may have the effect of eliminating or restricting competition, and discussed with the applicant on how to reduce the adverse impact of this concentration of business operators on competition and other related issues. Round of discussions. Regarding the restrictive condition commitments submitted by the declarer, the State Administration for Market Regulation conducted an evaluation based on the "Provisions on the Review of Concentrations of Undertakings", focusing on the effectiveness, feasibility and timeliness of the restrictive conditions.
After evaluation, the State Administration for Market Regulation believes that the additional restrictive condition commitment plan submitted by the declarer on November 20 , 2023 ( see attachment) can reduce the adverse impact of this concentration of operators on competition.
6. Review decision
In view that this concentration of operators in the non-public cloud virtualization software, fiber channel adapters, storage adapters and Ethernet network card markets has or may have the effect of eliminating or restricting competition, according to the additional restrictive conditions commitment plan submitted by the declarer, the State Administration for Market Regulation It was decided to attach restrictive conditions to approve the concentration, requiring both transaction parties and the post-concentration entity to perform the following obligations:
(1) When selling Broadcom’s Fiber Channel adapters, storage adapters, Ethernet network cards (hereinafter referred to as related hardware products) and VMware’s server virtualization software to the domestic market in China, they must not tie the sale in any way without justifiable reasons, or Attach any other unreasonable transaction conditions; shall not hinder or restrict customers from purchasing or using the above products alone; shall not discriminate against customers who purchase the above products alone in terms of service level, price or functionality.
(2) Continue to ensure the interoperability of VMware's server virtualization software and third-party related hardware products sold in the Chinese domestic market.
(3) Broadcom's Fiber Channel adapter certification team will maintain its original practice and continue to develop, certify and release drivers for Broadcom Fiber Channel adapters to ensure interoperability with third-party server virtualization software.
(4) Take protective measures for the confidential information of third-party hardware manufacturers, including but not limited to signing confidentiality agreements with third-party hardware manufacturers, clarifying the scope of information use, storing confidential information separately, ensuring the separation of relevant personnel, prohibiting cross-appointment, etc.
(5) [Confidential Information]
(6) [Confidential Information]
In addition to the supervision and implementation of restrictive conditions in accordance with this announcement, the commitment plan for additional restrictive conditions submitted by the reporting party to the State Administration for Market Regulation on November 20 , 2023 will be legally binding on both transaction parties and the post-concentration entity. The above commitments are valid for 10 years from the effective date and will be automatically terminated upon expiration.
The State Administration for Market Regulation has the right to supervise and inspect the reporting party's performance of the above obligations through supervising the trustee or by itself. If the reporting party fails to perform or violates the above obligations, the State Administration for Market Regulation will take action in accordance with the relevant provisions of the Anti-Monopoly Law.
This decision will take effect from the date of announcement.
Attachment: Commitment plan with additional restrictive conditions for Broadcom’s acquisition of VMware’s equity (public version)
State Administration for Market Regulation
November 21 , 2023
Regarding Broadcom’s acquisition of VMware’s equity
Commitment plan with additional restrictive conditions
November 20, 2023
In accordance with the "Anti-Monopoly Law of the People's Republic of China", "Concentration Review Regulations" and other relevant laws and regulations, Broadcom Corporation (hereinafter referred to as Broadcom) and VMware Corporation (hereinafter referred to as VMware, together with Broadcom, collectively referred to as the parties to the transaction) would like to discuss the acquisition by Broadcom In the Vair Equity Case (hereinafter referred to as the transaction), the following commitment plan with additional restrictive conditions (hereinafter referred to as the commitment plan) was submitted to the State Administration for Market Regulation (hereinafter referred to as the State Administration for Market Regulation).
Part 1 Definition
For the purposes of this Commitment Plan, the following terms are defined as follows:
Broadcom: refers to Broadcom Corporation, a company established under the laws of the State of Delaware, USA, with its registered address at 251 Little Falls Drive, Wilmington, Delaware, USA, 19808.
VMware: refers to VMware Corporation, a company established under the laws of the State of Delaware, USA, with its registered address at 1209 Orange Street, Wilmington, Delaware, USA, 19801; after the completion of this transaction, it refers to the post-concentration entity VMware business unit.
Post-concentration entity: refers to the combined business of Broadcom and VMware after the completion of this transaction, including the successors, assignees and affiliated companies arising from this transaction.
Server virtualization software: refers to any software that currently or in the future can provide x86 server virtualization capabilities by dividing the server into multiple virtual machines so that multiple operating systems and multiple applications can be run simultaneously on the same server.
VMware's Server Virtualization Software: means any server virtualization software sold by a centralized entity.
Related hardware products: Fiber Channel adapters, storage adapters, or Ethernet network cards. Fiber Channel adapter refers to Fiber Channel host bus adapter, which is a board card with firmware, mainly used in servers. It uses Fiber Channel protocol to interconnect the server's processor with storage devices outside the server. A storage adapter is a board product that connects a server to a storage device inside or outside the server through a storage cable or socket. Ethernet network card refers to an Ethernet network interface card, a server component driven by an application-specific microcontroller that operates in accordance with the Ethernet standard and provides an interface between the server and the network.
Broadcom Related Hardware Products: Any related hardware products developed or manufactured by the post-concentration entity.
Third-Party Hardware Manufacturer: A third-party company that manufactures and sells hardware components that (1) compete with Broadcom's current or future products; and (2) are required to compete with VMware's server virtualization software Driver certification is compatible with it.
Driver: means a computer program that provides a software interface to a hardware component, including an associated hardware product, that enables server virtualization software to access the functionality of the associated hardware component and vice versa.
ECD: Refers to Broadcom’s internal division that operates the Fiber Channel adapter business (currently called Emulex Connectivity Division).
Server virtualization software supplier: A company that develops and sells paid non-public cloud server virtualization software for customers in the Chinese domestic market.
Confidential Information: means information provided by a third-party hardware manufacturer and marked as confidential for the purpose of certification of interoperability with VMware's server virtualization software, which information is not used by the third-party hardware manufacturer in connection with Broadcom's current or future products. competition) hardware components.
Supervision trustee: refers to the person who complies with the provisions of Article 44 of the "Regulations on the Concentration of Undertakings" and is entrusted by the transaction parties and the post-concentration entity and evaluated and determined by the State Administration for Market Regulation. It is responsible for implementing restrictive conditions for the transaction parties or the post-concentration entity. Natural persons, legal persons or other organizations that supervise and report to the State Administration for Market Regulation.
Decision: The State Administration for Market Regulation’s decision to approve this transaction with additional restrictive conditions.
Effective Date: The date on which the decision is adopted.
Part 2 Restrictive Conditions
1. When selling VMware's server virtualization software and Broadcom's related hardware products in the Chinese domestic market, without legitimate reasons, the transaction parties and the post-concentration entity shall not:
(1) Bundle VMware's server virtualization software with Broadcom's related hardware products in any way, or attach any other unreasonable transaction conditions to these products;
(2) Prevent or restrict customers from separately purchasing or using Broadcom’s related hardware products or VMware’s server virtualization software; or
(3) Discriminating against customers who purchase Broadcom’s related hardware products or VMware’s server virtualization software separately in terms of service level, price or functionality compared with customers with the same conditions who purchase Broadcom’s related hardware products and VMware’s server virtualization software at the same time. Software customers.
2. The parties to the transaction and the post-concentration entity should continue to ensure the interoperability of VMware's server virtualization software with third-party related hardware products sold in the Chinese domestic market, including:
(1) Maintain the existing level of interoperability between VMware's server virtualization software and third-party related hardware products from manufacturers participating in the VMware certification program; in any case, it shall not be lower than the level of interoperability between VMware's server virtualization software and Comparable levels of interoperability between Broadcom's related hardware products and drivers;
(2) Maintain the level of certification support provided to third-party suppliers of related hardware products at all times to at least the same level as the support provided to comparable Broadcom related hardware products; and
(3) Do not discriminate against third parties by making any technical upgrades to VMware's server virtualization software that would reduce the interoperability between VMware and third-party related hardware products (relative to comparable Broadcom related hardware products) Related hardware products.
3. The parties to the transaction and the post-concentration entity commit to requesting and receiving all necessary support (i.e., development kits, pre-release materials, documentation, support, test suites, and technical support) from the server virtualization software vendor free of charge. Afterwards, Broadcom ECD's Fiber Channel Adapter Certification Team shall use its best reasonable efforts to continue to develop, certify and release drivers for Broadcom's Fiber Channel Adapters to ensure support for such server virtualization software vendors to develop and sell to customers for use within China. The market's server virtualization software requires interoperability with Linux or Windows (as the case may be) and is consistent with ECD's previous approach.
4. Both parties to the transaction and the post-concentration entity will take protective measures to protect the confidential information of third-party hardware manufacturers, including but not limited to:
(1) Sign a confidentiality agreement with a third-party hardware manufacturer, specifying the scope of confidential information in the agreement, employees allowed to obtain confidential information, and penalties for violating the confidentiality agreement;
(2) Ensure that only necessary and authorized personnel have access to third-party hardware manufacturers’ confidential information, and set up appropriate information barriers to avoid providing such information to other personnel;
(3) Store confidential information of third-party hardware manufacturers separately in hardware systems that are isolated from Broadcom’s business unit that develops competitive hardware components, and adopt access control measures to protect confidential information;
(4) Ensure that confidential information provided by third-party hardware manufacturers seeking certification can only be used for certification purposes;
(5) Ensure that personnel involved in VMware's server virtualization software business who are involved in certification and have access to confidential information are separated from Broadcom's personnel responsible for developing products that compete with third-party hardware manufacturers. Prior to each associated employee assignment, a conflict check will be conducted to ensure that employees currently working on VMware server virtualization software certification do not work on any of Broadcom's teams developing products that compete with third-party hardware manufacturers. Relevant personnel may not move between the two divisions for at least 12 months after they cease working for the previous business unit; and
(6) Conduct annual training for management and employees to ensure that they understand the scope and specific rules of confidential information; and
(7) Ensure that employees who violate the confidentiality agreement are punished and they bear the responsibility for violating the confidentiality agreement.
5. [Confidentiality].
6. [Confidentiality].
Part 3 Periodic Reports
1. From the effective date, both parties to the transaction and the post-concentration entity shall report the implementation of this commitment plan to the State Administration for Market Regulation every year until the termination of this commitment plan.
2. In order to implement this commitment plan, both parties to the transaction and the post-concentration entity should formulate a specific implementation plan and submit it to the State Administration for Market Regulation for review, and implement it after approval by the State Administration for Market Regulation.
Part 4 Other Matters
1. Both parties to the transaction will entrust a supervisory trustee, and the supervisory trustee shall supervise the implementation of this commitment plan by both parties to the transaction in accordance with the "Regulations on Concentration of Operators".
2. The State Administration for Market Regulation has the right to supervise and inspect the fulfillment of restrictive conditions by both parties to the transaction and the post-concentration entity on its own or through a supervisory trustee. If any restrictive conditions are violated, the State Administration for Market Regulation may make a decision in accordance with the relevant provisions of the Anti-Monopoly Law of the People's Republic of China, and both parties to the transaction and the post-concentration entity shall bear corresponding legal responsibilities.
3. All restrictive conditions in the second part of this commitment plan shall be effective within ten (10) years from the effective date and shall terminate upon the expiration of the ten (10) year ******.
4. From the effective date of restrictive conditions, if the competitive conditions of the relevant market change significantly, or the parties to the transaction and the post-concentration entity undergo significant changes, you may apply to the State Administration for Market Regulation to change or lift the restrictive conditions.
Part 5 Effectiveness
This commitment plan will take effect from the effective date.