中国反垄断法最新英文版
第8章 反垄断法
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四、行政性垄断的法律规制 （一）、行政性垄断的概念
行政性垄断是与经济性垄断相对应的，不是市场经济自 然发展的垄断行为而是具有行政属性的垄断行为，它是行政 权力参与作用而形成的垄断。这种作用包括参与市场竞争、 干涉市场主体行为以及分享市场资源等。
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引例：某县化肥厂向县政府报告说：由于近几个月来外地化肥厂 生产的尿素和碳铵大量涌入，本地化肥很难销售。化肥厂往年经 营状况非常好，当年却遭到了严重的困难。10月份正是农民为种 小麦而购买化肥的时候，如果这时化肥销售不出去，化肥厂当年 的盈利目标就可能落空，这将会影响到全县的财政收入状况。作 为全县的利税大户，现在遇到了难关，县政府一定要想方设法予 以帮助。县长办公会上，县政府办公室以县政府的名义起草了一 个文件下发到全县各个部门、企业，称在接到文件后，任何人不 得再经销外地化肥，已经购进的外地化肥要降价处理，今后不得 再进货。今后如发现经销外地化肥的单位，要对其处以罚款，甚 至吊销营业执照，并追究有关部门人员的行政责任。
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（二）、我国行政性垄断主要表现形式 ）、我国行政性垄断主要表现形式
1、地区垄断； 2、行政强制经营行为； 3、行政部门干涉企业经营行为； 4、行政性公司滥用优势行为；
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美国联邦贸易委员会认为该兼并有可能对查他努加地区医院 市场产生不利于竞争的结果，违反了《克莱顿法》第七修正案。 联邦贸易委员会除了裁定要求美国医院集团剥离在该地区兼并的 医院外，还要求其今后在美国其他地区打算进行任何类似的兼并 前，必须事先通知联邦贸易委员会。美国医院集团不服，向美国 第七巡回法院提请司法审查，并辩称其在查他努加地区的兼并收 购不可能严ห้องสมุดไป่ตู้减少竞争，且该集团至少不应该将今后所有的收购 计划提前通知联邦贸易委员会。
中国竞争法网(反垄断法反不正当竞争法公司法
证券监督管理机构工作人
员进行内幕交易的，从重处罚
。
[新]第二百零二条 证券交易内幕信 息的知情人或者非法获取内幕信息 的人，在涉及证券的发行、交易或 者其他对证券的价格有重大影响的 信息公开前，买卖该证券，或者泄 露该信息，或者建议他人买卖该证 券的，责令依法处理非法持有的证 券，没收违法所得，并处以违法所 得一倍以上五倍以下的罚款；没有 违法所得或者违法所得不足三万元 的，处以三万元以上六十万元以下 的罚款。单位从事内幕交易的，还 应当对直接负责的主管人员和其他 直接责任人员给予警告，并处以三 万元以上三十万元以下的罚款。证 券监督管理机构工作人员进行内幕 交易的，从重处罚。
行、交易进行管理的其他人员； （六）保荐人、承销的证券公司、证券交易所、证券登记结算机
构、证券服务机构的有关人员； （七）国务院证券监督管理机构规定的其他人。
•注意区别第（一）、（二）、（三）项所列 •董事、监事及高级管理人员的差异？
•时建中 中国政法大学
内幕交易——内幕信息
第七十五条 证券交易活动中，涉及公司的经营、财务或 者对该公司证券的市场价格有重大影响的尚未公开的信 息，为内幕信息。 下列信息皆属内幕信息： （一）本法第六十七条第二款所列重大事件； （二）公司分配股利或者增资的计划； （三）公司股权结构的重大变化； （四）公司债务担保的重大变更； （五）公司营业用主要资产的抵押、出售或者报废 一次超过该资产的百分之三十； （六）公司的董事、监事、高级管理人员的行为可 能依法承担重大损害赔偿责任； （七）上市公司收购的有关方案； （八）国务院证券监督管理机构认定的对证券交易 价格有显著影响的其他重要信息。
内幕交易行为给投资者造成损 失的，行为人应当依法承担赔 偿责任。
•时建中 中国政法大学
反垄断法(中英文对照)
中华人民共和国反垄断法Anti-Monopoly Law of the People'sRepublic of ChinaEnglish Version 中文版发文日期：2007-08-30有效范围：全国发文机关：全国人民代表大会常务委员会文号：主席令[2007]第68号时效性：现行有效生效日期：2008-08-01所属分类：反垄断法（市场竞争法->反垄断法）Promulgation Date：08-30-2007 Effective Region：NATIONAL Promulgator： the Standing Committee of the National People's CongressDocument No：Order of the President [2007] No. 68 Effectiveness：Effective Effective Date：08-01-2008 Category：Anti－Monopoly Law （Market Competition Law->Anti－Monopoly Law）中华人民共和国反垄断法Anti-Monopoly Law of the People'sRepublic of China主席令[2007]第68号Order of the President [2007] No. 68 2007年8月30日August 30, 2007《中华人民共和国反垄断法》已由中华人民共和国第十届全国人民代表大会常务委员会第二十九次会议于2007年8月30日通过，现予公布，自2008年8月1日起施行。
中华人民共和国主席胡锦涛The Anti-Monopoly Law of the People's Republic of China was adopted by the 29th session of the Standing Committee of the Tenth National People's Congress on August 30, 2007 and is hereby promulgated. It shall go into effect as of August 1, 2008.President of the People's Republic of China: Hu Jintao附件：中华人民共和国反垄断法Attachment: Anti-Monopoly Law of thePeople's Republic of China（2007年8月30日第十届全国人民代表大会常务委员会第二十九次会议通过）(Adopted by the by the 29th session of the Standing Committee of the Tenth National People's Congress on August 30, 2007)目录第一章总则第二章垄断协议第三章滥用市场支配地位第四章经营者集中第五章滥用行政权力排除、限制竞争第六章对涉嫌垄断行为的调查第七章法律责任第八章附则CONTENTSCHAPTER I GENERAL PROVISIONS CHAPTER II MONOPOLY AGREEMENTS CHAPTER III ABUSE OF DOMINANT MARKET POSITIONCHAPTER IV OPERATOR CONSOLIDATION CHAPTER V ABUSE OF ADMINSTATIVE AUTHORITY TO ELIMINATE OR RESTRICT COMPETITIONCHAPTER VI INVESTIGATION OF SUSPECTED MONOPOLISTIC PRACTICES CHAPTER VII LEGAL LIABILITIES CHAPTER VIII SUPPELENTARY PROVISIONS第一章总则CHAPTER I GENERAL PROVISIONS第一条为了预防和制止垄断行为，保护市场公平竞争，提高经济运行效率，维护消费者利益和社会公共利益，促进社会主义市场经济健康发展，制定本法。
反不正当竞争法【英文版】
Law Against Unfair Competition of the People"s Republic of China(Adopted at the Third Session of the Standing Committee of the Eighth National People"s Congress on September 2, 1993. Promulgated by Order No.10 of the President of the People"s Republic of China on September 2, 1993. and Effectives of December 1, 1993)Chapter I General ProvisionsArticle 1. This Law is formulated with a view to safeguarding the healthy development of the socialist market economy, encouraging and protect fair competition, preventing acts of unfair competition, and defending the lawful rights and interests of operators and consumers.Article 2. An operator shall, in transactions in the market, follow the principle of voluntariness, equality, fairness, honesty and credibility, and observe generally recognized business ethics."Unfair competition" in this Law refers to acts of operator which contravene the provisions of this Law, damage the lawful rights and interests of other operator, and disturb the socio-economic order."Operator" in this Law refers to a legal person or other economic organization or individual engaging in the trading of goods or profit-making services. ("Goods" mentioned hereinafter include services.)Article 3. The People"s Governments at various levels shall adopt measures to prevent acts of unfair competition and create a favorable environment and conditions for fair competition.The administrative authorities for industry and commerce in the People" s Governments above the county level shall supervise and inspect acts of unfair competition. In respect of those acts which, according to the provisions of various laws and administrative regulations, are subject to supervision and inspection by other departments, these provisions shall be abided by.Article 4. The state encourages, supports and protects all organizations and individuals in carrying out social supervision over acts of unfair competition.Staff members of State organs shall not support or cover up acts of unfair competition. Chapter II Acts of Unfair CompetitionArticle 5. An operator may not adopt the following unfair means to carry to transactions in the market and cause damage to competitors:(1) passing off the registered trademark of another person;(2) using, without authorization, the name, packaging or decorat ion peculiar to well-known goods or using a name, packaging or decoration similar to that of well-known goods, so that his goods are confused with the well-known goods of another person, causing buyers to mistake them for the well-known goods of the other person;(3) using, without authorization, the business name or personal name of the other person on his own goods, leading people to mistake them for the goods of the other person;(4) forging or falsely using, on his goods, symbols of quality such as symbols of certification and symbols of famous and high-quality goods, falsifying the origin of his goods, and making false representations which are misleading as to the quality of the goods.Article 6. A public utility enterprise or any other operator having monopolistic status according to law may not restrict others to buying the goods of operators designated by it so as to exclude other operators from competing fairly.Article 7. Governments and their subordinate departments may not abuse their administrative powers to restrict others to buying the goods of operators designated by them and to restrict the lawful business activities of other operators.Governments and their subordinate departments shall not abuse their administrative powers to restrict the entry of goods from other parts of the country into the local market or the flow of local goods to markets in other parts of the country.Article 8. An operator may not practice bribery by using money, gifts or other means to sell or buy goods. Where an operator secretly pays a kickback to the other party, be it an entity or individual, without accounting for it in the books, he shall be punished for offering a bribe; where the other party, be it an entity or individual, secretly accepts a kickback without accounting for it in the books, it or he shall be punished for taking a bribe.In the selling or buying of goods, an operator may express clearly his intention to offer a discount to the other party and pay a commission to the middleman. Where an operator gives a discount to the other party and pays a commission to the middleman, he must enter the items in the books factually. An operator accepting a discount or commission must enter it in the books factually.Article 9. An operator may not use advertisements or other meas to give false, misleading publicity as to the quality, composition, performance, use, manufacturer, useful life, origin, etc. , of the goods.An advertisement operator shall not act as an agent for, or design, produce or release advertisements contatning false representations of which he is obviously aware or should be aware.Article 10. An operator may not adopt the following means to infringe business secrets: (1) obtaining business secrets from the owners of rights by stealing, promising of gain, resorting to coercion or other improper means;(2) disclosing, using, or allowing others to use business secrets of the owners of rights obtained by the means mentioned in the preceding item;(3) disclosing, using or allowing others to use business secrets that he has obtained by breaking an engagement or disregarding the requirement of the owners of the rights to maintain the business secrets in confidence.Where a third party obtains, uses or discloses the business secrets of others when he obviously has or should have full awareness of the illegal acts mentioned in the preceding paragraph, he shall be deemed to have infringed the business secrets of others."Business secret" in this Article means technical information and operational information which is not known to the public, which is capable of bringing economic benefits to the owner of rights, which has practical applicability and which the owner of rights has taken measures to keep secret.Article 11. An operator may not sell goods at a price below cost for the purpose of excluding his competitors.None of the following acts constitute acts of unfair comp etition:(1) selling fresh or live goods;(2) disposing of goods the useful life of which is about to expire or other overstocked goods;(3) reducing prices seasonably;(4) selling goods at reduced prices for paying off debts, chang ing the line of production or closing the business.Article 12. An operator may not, in sales of goods, make a tie-in sale against the wish of the buyer or attach other unreasonable conditions.Article 13. An operator may not make the following kinds of sales with prizes attached: (1) making sales with prizes attached by the fraudulent method of falsely claiming the existence of prizes or intentionally causing internally chosen people to win the prizes;(2) promoting the sale of inferior but high-priced goods by offering prizes;(3) making sales with prizes attached in the form of a lottery where the amount for the highest prize exceeds 5,000 yuan (RMB).Article 14. An operator may not utter or disseminate falsehoods to damage the goodwill of a competitor or the reputation of his goods.Article 15. Tenderers may not submit tenders in collusion with one another to force the tender price up or down.A tenderer shall not collaborate with the party inviting tenders to exclude competitors from fair competition.Chapter III Supervision and InspectionArticle 16. The supervising and inspecting authorities above the county level may exercise supervision over and carry out inspection of acts of unfa ir competition.Article 17. In exercising supervision over and carrying Out inspection of acts of unfair competition, the supervising and inspecting authorities are entitled to exercise the following functions and powers:(1) questioning operators under scrutiny, interested parties and witnesses, and requiring them to provide evidential material or other information related to acts of unfair competition in accordance with prescribed procedure;(2) consulting and copying written agreements, account books, receipts, bills, vouchers, invoices, documents, records, business correspondence and other material related to acts of unfair competition;(3) inspecting property related to acts of unfair competition as stipulated in Article 5 of this Law and, where necessary, ordering the operator under investigation to explain the source and quantity of the goods, temporarily stop selling them pending inspection, and not to remove, conceal or destroy them.Article 18. When exercising supervision over and carrying Out inspection of acts of unfair competition, members of the supervising and inspecting authorities shall produce warrants of inspection.Article 19. When the supervising and inspecting authorities are exercising supervision over and carrying out inspection of acts of unfair competition, the operators under investigation, interested parties and witnesses shall truthfully provide them with relevant data or information.Chapter IV Legal ResponsibilityArticle 20. Where an operator, in contravention of the provisions of this Law, causes damage to the injured operator, he shall bear the responsibility for compensating the damages. Where the losses suffered by the injured operator are difficult to calculate, the amount of damages shall be the profits gained by the infringer during the period of infringement through the infringing act. The infringer shall also bear all reasonable costs paid by the injured operator in investigating the acts of unfair competition committed by the operator suspected of infringing his lawful rights and interests.Where the lawful rights and interests of the injured operator are damaged by the acts of unfair competition, he may institute proceedings before a People" s Court.Article 21. Where an operator passes off the registered trademark of another person, uses the business name or personal name of another person without authorization, forges or falsely uses symbols of quality such as symbols of certification and symbols of famous and high-quality goods, falsifies the origin of the goods and makes false representations which are misleading as to the quality of the goods, he shall be punished in accordance with the provisions of the Trademark Law and the Product Quality Law of the People" s Republic of China.Where an operator uses, without authorization, the name, packaging or decoration peculiar to well-known goods or uses the name, packaging or decoration similar to that of well-known goods so that his goods are confused with the well-known goods of another person, causing buyers to mistake them for the well-known goods, the relevant supervising and inspecting authority shall order him to cease the offense, confiscate the illegal income, and may impose, according to circumstances, a fine of more than twice and less than three times the amount of illegal income; where the circumstances are serious, the said authority may revoke his business license; where an operator sells goods which are counterfeit or of inferior quality, constituting a crime, his criminal responsibilities shall be investigated according to law.Article 22. Where an operator practices bribery, by using money, gifts or other means to sell or buy goods, constituting a crime, his criminal responsibilities shall be investigated according to law; where the act does not constitute a crime, the relevant supervising and inspecting authority may, according to circumstances, impose a fine of more than 10,000 yuan (RMB) and less than 200,000 yuan (RMB). His illegal income, if any, shall be confiscated.Article 23. Where a public utility enterprise or any other operator having monopolistic status according to law restricts others to buying the goods of operators designated byit so as to exclude other operators from competing fairly, the supervising and inspecting authorities at the level of provinces or municipalities which are divided into districts shall order it to desist from the illegal acts and may punish it by imposing, according to circumstances, fines of more than 50,000 yuan (RMB) and less than 200,000 yuan (RMB). Where the designated operators take advantage of the arrangement to foist inferior but high-priced goods on buyers or make exorbitant charges, the supervising and inspecting authorities shall confiscate the illegal income and may, according to circumstances, impose fines of more than twice and less than three times the illegal income.Article 24. Where an operator uses advertisement or other means to give false, misleading publicity to his goods, the relevant supervising and inspecting authority shall order him to desist from the illegal act, dispel the bad influence, and may, according to circumstances, impose a fine of more than 10,000 yuan (RMB) and less than 200,000 yuan (RMB).Where an advertisement operator acts as an agent for, or designs, produces or releases advertisements containing false representations of which he is obviously aware or should be aware, the relevant supervising and inspecting authority shall order him to desist from the illegal act, confiscate his illegal income, and impose a fine on him according to law.Article 25. Where any party infringes the business secret of another person in contravention of the provisions of Article 10 of this Law, the relevant supervising and inspecting authority shall order him to desist from the illegal act and may, according to circumstances, impose on him a fine of more than 10,000 yuan (RMB) and less than 200,000 yuan (RMB).Article 26. Where an operator makes sales with prizes attach ed in contravention of the provisions of Article 13 of this Law, the relevant supervising and inspecting authority shall order him to desist from the illegal act and may, according to circumstances, impose on him a fine of more than 10,000 yuan (RMB) and less than 100,000 yuan (RMB).Article 27. Where tenderers submit tenders in collusion with one another to force the tender price up or down, or where a tenderer collaborates with the party inviting tenders to exclude competitors from competing fairly, his successful bid is null and void. The supervising and inspecting authority may, according to circumstances, impose on them a fine of more than 10,000 yuan (RMB) and less than 200,000 yuan (RMB).Article 28. Where an operator commits an act in contravention of an order to temporarily stop selling, and not to remove, conceal or destroy, property related to acts of unfair competition, the relevant supervising and inspecting authority may, according to circumstances, impose on him a fine of more than twice and less than three times the price of the property which has been sold, removed, concealed or destroyed.Article 29. Where a party is not satisfied with the decision on punishment made by the relevant supervising and inspecting authority, he may, within 15 d ays from the date of receipt of the decision on punishment, apply to the competent authority at the next highest level for reconsideration; where the party is not satisfied with the decision made after reconsideration, he may, within 15 days from the date of receipt of the written decision made after reconsideration, institute proceedings before a People"s court. The party may also directly institute proceedings before a People"s Court.Article 30. Where a government and its subordinate departments, in contravention to theprovisions of Article 7 of this Law, restrict others to buying the goods of operators designated by them, restrict the legitmate business activities of other operators, or restrict the normal flow of goods between regions, the higher authorities shall order them to rectify the situation; where the circumstances are serious, the competent authorities at the same level or the next highest level shall impose disciplinary sanctions on the persons directly responsible. Where the designated oper ators, taking advantage of this arrangement, foist inferior but high-priced goods on buyers or make exorbitant charges, the supervising and inspecting authorities shall confiscate the illegal income and may, according to circumstances, impose a fine of more than twice and less than three times the illegal income.Article 31. Where a staff member of the State organ responsible for supervision over and inspection of acts of unfair competition abuses his powers and neglects his duty, constituting a crime, his criminal responsibilities shall be investigated according to law; where the act does not constitute a crime, he shall be subject to disciplinary sanction.Article 32. Where a staff member of the State organ responsible for supervision over and inspection of acts of unfair competition practices illegally out of personal consideration, intentionally covers up for an operator and causes him to avoid prosecution, obviously knowing that he has contravened the provisions of this Law, constituting a crime, the s aid staff member"s criminal responsibilities shall be investigated according to law.Chapter V Supplementary ProvisionArticle 33. This Law shall enter into force as of December 1, 1993.。
反垄断法参考 英文
Order of the President of the People's Republic of ChinaNo.68The Anti-monopoly Law of the People's Republic of China, adopted at the 29th Meeting of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on August 30, 2007, is hereby promulgated and shall go into effect as of August 1, 2008.Hu JintaoPresident of the People's Republic of ChinaAugust 30, 2007Anti-monopoly Law of the People's Republic of China（Adopted at the 29th Meeting of the Standing Committee of the Tenth National People's Congress on August 30, 2007）ContentsChapter I General ProvisionsChapter II Monopoly AgreementsChapter III Abuse of Dominant Market PositionChapter IV Concentration of UndertakingsChapter V Abuse of Administrative Power to Eliminate or Restrict CompetitionChapter VI Investigation into Suspected Monopolistic ConductsChapter VII Legal LiabilitiesChapter VIII Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is enacted for the purpose of preventing and restraining monopolistic conducts, protecting fair market competition, enhancing economic efficiency, safeguarding the interests of consumers and the interests of the society as a whole, and promoting the healthy development of socialist market economy.Article 2 This Law is applicable to monopolistic conducts in economic activities within the territory of the People's Republic of China；and it is applicable to monopolistic conducts outside the territory of the People's Republic of China, which serve to eliminate or restrict competition on the domestic market of China.Article 3 For the purposes of this Law, monopolistic conducts include：（1）monopoly agreements reached between undertakings ；（2）abuse of dominant market position by undertakings；and（3）concentration of undertakings that lead, or may lead to elimination or restriction of competition.Article 4 The State shall formulate and implement competition rules which are compatible with the socialist market economy, in order to improve macro-economic regulation and build up a sound market network which operates in an integrated, open, competitive and orderly manner.Article 5 Undertakings may, through fair competition and voluntary association, get themselves concentrated according to law, to expand the scale of their business operations and enhance their competitiveness on the market.Article 6 Undertakings holding a dominant position on the market may not abuse such position to eliminate or restrict competition.Article 7 With respect to the industries which are under the control of by the State-owned economic sector and have a bearing on the lifeline of the national economy or national security and the industries which exercise monopoly over the production and sale of certain commodities according to law, the State shall protect the lawful business operations of undertakings in these industries, and shall, in accordance with law, supervise and regulate their business operations and the prices of the commodities and services provided by them, in order to protect the consumers' interests and facilitate technological advance.The undertakings mentioned in the preceding paragraph shall do business according to law, be honest, faithful and strictly self-disciplined, and subject themselves to public supervision, and they shall not harm the consumers' interests by taking advantage of their position of control or their monopolistic production and sale of certain commodities.Article 8 Administrative departments or organizations authorized by laws or regulations to perform the function of administering public affairs may not abuse their administrative power to eliminate or restrict competition.Article 9 The State Council shall establish an anti-monopoly commission to be in charge of organizing, coordinating and guiding anti-monopoly work and to perform the following duties：（1）studying and drafting policies on competition；（2）organizing investigation and assessment of competition on the market as a whole and publishing assessment reports；（3）formulating and releasing anti-monopoly guidelines；（4）coordinating administrative enforcement of the Anti-Monopoly Law；and（5）other duties as prescribed by the State Council.The composition of and procedural rules for the anti-monopoly commission shall be specified by the State Council.Article 10 The authorities responsible for enforcement of the Anti-monopoly Law specified by the State Council （hereinafter referred to, in general, as the authority for enforcement of theAnti-monopoly Law under the State Council）shall be in charge of such enforcement in accordance with the provisions of this Law.The authority for enforcement of the Anti-monopoly Law under the State Council may, in light of the need of work, empower the appropriate departments of the people's governments of provinces, autonomous regions or municipalities directly under the Central Government to take charge of relevant enforcement of the Anti-monopoly Law in accordance with the provisions of this Law.Article 11 Trade associations shall tighten their self-discipline, give guidance to the undertakings in their respective trades in lawful competition, and maintain the market order in competition.Article 12 For the purposes of this Law, undertakings include natural persons, legal persons, and other organizations that engage in manufacturing, or selling commodities or providing services.For the purposes of this Law, a relevant market consists of the range of the commodities for which, and the regions where, undertakings compete each other during a given period of time for specific commodities or services （hereinafter referred to, in general, as “commodities”）。
经营者集中申报办法(英译版本)
经营者集中申报办法（英译版本）-Legal Translation [转贴2011-03-08 19:45:09]字号：大中小【发布单位】中华人民共和国商务部【发布日期】2009年11月21日【实施日期】2010年1月1日第一条为规范经营者集中申报和反垄断执法机构受理申报，根据《中华人民共和国反垄断法》（以下简称《反垄断法》）和《国务院关于经营者集中申报标准的规定》（以下简称《规定》），制定本办法。
第二条商务部是经营者集中反垄断审查执法机构，承担受理和审查经营者集中申报的具体执法工作。
第三条本办法所称经营者集中，系指《反垄断法》第二十条所规定的下列情形：（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。
第四条营业额包括相关经营者上一会计年度内销售产品和提供服务所获得的收入，扣除相关税金及其附加。
《规定》第三条所称“在中国境内”是指经营者提供产品或服务的买方所在地在中国境内。
第五条参与集中的单个经营者的营业额应当为下述经营者的营业额总和：（一）该单个经营者；（二）第（一）项所指经营者直接或间接控制的其他经营者；（三）直接或间接控制第（一）项所指经营者的其他经营者；（四）第（三）项所指经营者直接或间接控制的其他经营者；（五）第（一）至（四）项所指经营者中两个或两个以上经营者共同控制的其他经营者。
参与集中的单个经营者的营业额不包括上述（一）至（五）项所列经营者之间发生的营业额。
如果参与集中的单个经营者之间或者参与集中的单个经营者和未参与集中的经营者之间有共同控制的其他经营者，参与集中的单个经营者的营业额应当包括被共同控制的经营者与第三方经营者之间的营业额，且此营业额只计算一次。
第六条如果参与集中的单个经营者之间有共同控制的其他经营者，则参与集中的所有经营者的合计营业额不应包括被共同控制的经营者与任何一个共同控制他的参与集中的经营者，或与后者有控制关系的经营者之间发生的营业额。
反垄断法解读
8月1日，中国酝酿了14年之久的素有“经济宪法”之称的《反垄断法》开始正式实施，国务院当天也成立了反垄断委员会。
这一法律将为保护消费者和市场秩序提供重要的法律武器。
法律实施当天，就有公司因涉嫌垄断而被起诉。
本文将为您解读哪些行为属于垄断行为，又有哪些容易误解的条款？反垄断法适用范围及规定的垄断行为：中华人民共和国境内经济活动中的垄断行为，适用本法；中华人民共和国境外的垄断行为，对境内市场竞争产生排除、限制影响的，适用本法。
法律规定的垄断行为包括：经营者达成垄断协议；经营者滥用市场支配地位；具有或者可能具有排除、限制竞争效果的经营者集中。
经营者滥用市场支配地位包括以下几种行为：以不公平的高价销售商品或者以不公平的低价购买商品；没有正当理由，以低于成本的价格销售商品；没有正当理由，拒绝与交易相对人进行交易；没有正当理由，限定交易相对人只能与其进行交易或者只能与其指定的经营者进行交易；没有正当理由搭售商品，或者在交易时附加其他不合理的交易条件；没有正当理由，对条件相同的交易相对人在交易价格等交易条件上实行差别待遇等。
一个经营者在相关市场的市场份额达到二分之一的；两个经营者在相关市场的市场份额合计达到三分之二的；三个经营者在相关市场的市场份额合计达到四分之三的。
有上述情形之一的，可以推定经营者具有市场支配地位。
经营者集中是指下列三种情形：经营者合并；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；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。
下面是几条容易被大家误解的反垄断法条款：不反对大与强，不反对企业而是反垄断行为。
问：对于中国石化、中国移动、中国电信这样的巨无霸企业，可以依据《反垄断法》来治理吗？答：《反垄断法》反对的是垄断行为，而不是垄断企业，它的原则是反对以大欺小，倚强凌弱，反对的是滥用市场支配地位的行为，比如以不公平的高价销售商品，没有正当理由，拒绝与交易相对人进行交易。
中华人民共和国反垄断法2007(英文版)Anti-Monopoly Law of the People’s Republic of China
烟台大学法学院法律硕士张川方中华人民共和国反垄断法Anti-Monopoly Law of the People’s Republic of China(Adopted at the 29th Meeting of the Standing Committee of the Tenth National People’s Congress on August 30, 2007)No.68 Order of the President of the PRCThe Anti-Monopoly Law of the People’s Republic of China, adopted at the 29th Meeting of the Standing Committee of the Tenth National People’s Congress of the People’s Republic of China on August 30, 2007, is hereby promulgated and shall go into effect as of August 1st, 2008.Hu Jintao, President of the PRCAugust 30, 2007 C- I General ProvisionsArticle 1This Law is enacted for the purpose of(为了) preventing and restraining monopolistic conducts(垄断行为), protecting fair market competition, enhancing economic efficiency(经济运行效率), safeguarding the interests of consumers and the society as a whole(社会公共利益), and promoting the healthy development of socialist market economy. 2012-10-10 16:07:22Article 2This Law is applicable to monopolistic conducts in economic activities within the territory of the People’s Republic of China; and it is applicable to monopolistic conducts outside the territory of the People’s Republic of China, which serve to eliminate or restrict(产生排除、限制影响)competition on the domestic market of China.Article 3For the purposes of this Law(本法规定的), monopolistic conducts include:(1) monopoly agreements(垄断协议)reached between undertakings(经营者);(2) abuse of dominant market position(市场支配地位) by undertakings; and(3) concentration of undertakings(经营者集中)that lead, or may lead to(具有…的效果)elimination or restriction of competition.Article 4The State shall formulate and implement competition rules(竞争规则)which are compatible with(相适应的) the socialist market economy, in order to perfect macro-economic regulation(完善宏观调控) and build up a sound(健全)market network(市场体系) which operates in an integrated, open, competitive and orderly manner.Article 5Undertakings may, through fair competition and voluntary association(自愿联合), get themselves concentrated according to law, to expand the scale of their business operations(经营规模)and enhance their competitiveness on the market.Article 6Undertakings holding a dominant position on the market may not abuse(不得滥用)such position to eliminate or restrict competition.Article 7(1) With respect to the industries which are under the control of the State-owned economic sector(国有经济成份) and have a bearing on(关系到)the lifeline of the national economy(国民经济命脉)or national security(国家安全) and the industries which exercise monopoly over the production and sale of certain commodities(实行专营专卖) according to law, the State shall protect the lawful business operations of undertakings in these industries, and shall, in accordance with law, supervise and regulate their business operations(经营活动) and the prices of the commodities and services provided by them, in order to protect the consumers’ interests and facilitate technological advance(促进技术进步).(2) The undertakings mentioned in the preceding paragraph shall do business according to law(依法经营), be honest, faithful(诚实守信)and strictly self-disciplined(严格自律的), and subject themselves to public supervision, and they shall not harm the consumers’ interests by taking advantage of their position of control or monopolistic production and sale of certain commodities(专营专卖).Article 8Administrative organs or organizations authorized by laws or regulations to perform the function of(具有…职能) administering public affairs(公共事务) may not abuse their administrative powers(行政权力)to eliminate or restrict competition.Article 9(1) The State Council shall establish an anti-monopoly commission(反垄断委员会)to be in charge of(负责)organizing, coordinating and guiding anti-monopoly work and to perform the following duties:(a) studying and drafting(拟订)policies on competition;(b) organizing investigation and assessment of competition on the market as a whole(市场总体竞争状况) and publishing assessment reports(发布评估报告);(c) formulating and releasing anti-monopoly guidelines(发布反垄断指南);(d) coordinating administrative enforcement(行政执法工作)of the Anti-Monopoly Law; and(e) other duties as prescribed by the State Council.(2) The composition of and procedural rules(工作规则)for the anti-monopoly commission shall be specified by the State Council.Article 10(1) The authority responsible for enforcement of the Anti-Monopoly Law(反垄断执法)specified by the State Council (hereinafter referred to, in general, as以下统称the authority for enforcement of the Anti-Monopoly Law under the State Council) shall be in charge of such enforcement in accordance with the provisions of this Law.(2) The authority for enforcement of the Anti-Monopoly Law under the State Council may, in light of the need of work, empower(授权)the appropriate department(相应的机构)of the people’s governments of provinces, autonomous regions or municipalities directly under the Central Government to take charge of(负责) relevant enforcement of the Anti-Monopoly Law in accordance with the provisions of this Law.Article 11Trade associations(行业协会)shall tighten their self-discipline(加强行业自律), give guidance to the undertakings in their respective trades in lawful competition, and maintain the market order in competition(市场竞争秩序).Article 12(1) For the purposes of this Law, undertakings include natural persons, legal persons, and other organizations that engage in manufacturing or selling commodities(商品经营), or providing services.(2) For the purposes of this Law, a relevant market consists of the range of the commodities(商品范围) and the range of the regions(地域范围), in which undertakings compete with each other during a given period of time for specific commodities or services (hereinafter referred to, in general, as “commodities”).C-II Monopoly AgreementsArticle 13(1) Competing(具有竞争关系的)undertakings are prohibited from concluding the following monopoly agreements:(a) on fixing or changing(固定或变更)commodity prices;(b) on restricting the amount of commodities manufactured or marketed(销售的);(c) on splitting the sales market(销售市场) or the purchasing market(采购市场) for raw materials;(d) on restricting the purchase of new technologies or equipments, or restricting the development of(限制开发) new technologies or products;(e) on joint boycotting(联合抵制) of transactions; and(f) other monopoly agreements confirmed(认定的)by the authority for enforcement of the Anti-Monopoly Law under the State Council.(2) For the purposes of this Law, monopoly agreements include agreements, decisions and other concerted conducts(协同行为) designed to eliminate or restrict competition.Article 14Undertakings are prohibited from concluding the following monopoly agreements with their trading counterparts(交易相对人):(1) on fixing the prices of commodities(物价)resold to a third party(向第三人转售);(2) on restricting the lowest prices of commodities resold to a third party; and(3) other monopoly agreements confirmed by the authority for enforcement of the Anti-Monopoly Law(反垄断执法) under the State Council.Article 15(1) The provisions of Article 13 and 14 of this Law shall not be applicable to the agreements between undertakings, which they can prove to be concluded for any of the following purposes(属于下列情形之一的):(a) to improve technologies, or to engage in research and development(研究开发) of new products; or(b) to improve product quality, reduce cost, and enhance efficiency, to unify specifications(统一规格) and standards of products, or to implement specialized division of production(专业化分工);(c) to increase the efficiency(经营效率)and competitiveness of small and medium-sized undertakings;(d) to serve public interests(实现公共利益)in energy conservation(节约能源), environmental protection and disaster relief(救灾救助);(e) to mitigate sharp decrease(严重下降) in sales volumes(销售量) or obvious overproduction caused by economic depression;(f) to safeguard the legitimate interests in foreign trade and economic cooperation with foreign counterparts(对外经济合作); or(g) other purposes as prescribed by laws or the State Council.(2) In the cases(情形) as specified in Subparagraphs (a) through (e) of the preceding paragraph, where the provisions of Articles 13 and 14 of this Law are not applicable, the undertakings shall, in addition, prove that the agreements reached will not substantially restrict(严重限制)competition in the relevant market and that they can enable the consumers to share the benefits derived therefrom(由此产生的).Article 16Trade associations may not make arrangements(组织)for undertakings within their respective trades to engage in the monopolistic practices(垄断行为) prohibited by the provisions of this Chapter.C-III Abuse of Dominant Market PositionArticle 17(1) Undertakings holding dominant market positions are prohibited from doing the following by abusing their dominant market positions:(a) selling commodities at unfairly high prices(不公平的高价)or buying commodities at unfairly low prices;(b) selling commodities below cost(低于成本价) without justifiable reasons;(c) refusing to enter into transactions(进行交易) with their trading counterparts without justifiable reasons;(d) without justifiable reasons, allowing their trading counterparts(交易相对人)to make transactions exclusively with(只能与)themselves or with the undertakings designated by them;(e) without justifiable reasons, conducting tie-in sale of commodities(搭售商品) or adding other unreasonable trading conditions(交易条件) to transactions;(f) without justifiable reasons, applying differential prices and other transaction terms(等交易条件)among their trading counterparts who are on an equal footing(条件相同); or(g) other acts of abuse of dominant market positions confirmed by the authority for enforcement of the Anti-Monopoly Law under the State Council.(2) For the purposes of this Law, dominant market position means a market position held by an undertaking that is capable of controlling the prices or quantities of commodities or other transaction terms in a relevant market(在相关市场内), or preventing or exerting an influence on(影响)the access of other undertakings to the market.Article 18The dominant market position of an undertaking shall be determined on the basis of the following factors:(1) its share on a relevant market and the competitiveness(竞争状况) on the market;(2) its ability to control the sales market(销售市场) or the purchasing market for raw and semi-finished materials;(3) its financial strength(财力)and technical conditions(技术条件);(4) the extent to which other business mangers(经营者) depend on it in transactions;(5) the difficulty(难易程度) that other undertakings find in entering the relevant market; and(6) other factors related to the determination of the dominant market position held by an undertaking.Article 19(1) The conclusion that an undertaking holds a dominant market position may be deduced from(从…推定出) any of the following circumstances:(a) the market share of an undertaking accounts for half of the total in a relevant market;(b) the joint market share(合计市场份额) of two undertakings accounts for two-thirds of the total in a relevant market; or(c) the joint market share of three undertakings accounts for three-fourths of the total in a relevant market.(2) Under the circumstance specified in Subparagraph (b) or (c) of the preceding paragraph, if the market share of one of the undertakings(有的经营者) is less than one-tenths of the total, the undertaking shall not be considered to have a dominant market position.(3) Where an undertaking that is deduced to hold a dominant market position has evidence to the contrary(有相反情况), he shall not be considered(被认定) to hold a dominant market position.C-IV Concentration of UndertakingsArticle 20Concentration of undertakings means the following:(1) merger of undertakings;(2) control over other undertakings gained by an undertaking through acquiring their shares(取得股权) or assets; and(3) control over other undertakings or being capable of exerting a decisive influence(施加决定性影响)on the same gained by an undertaking through signing contracts or other means. 2012-10-11 19:04:40Article 21When their intended concentration reaches the threshold level(申报标准) as set by the State Council, undertakings shall declare in advance(事先申报)to the authority for enforcement of the Anti-Monopoly Law under the State Council; they shall not implement the concentration(实施集中)in the absence of such declaration.Article 22In any of the following circumstances, undertakings may dispense with(摒弃，省掉)declaration to the authority for enforcement of the Anti-Monopoly Law under the State Council:(1) one of the undertakings involved in the concentration owns 50 percent or more of the voting shares or assets of each of the other undertakings; or(2) an undertaking not involved in the concentration owns 50 percent or more of the voting(有表决权的) shares or assets of each of the undertakings involved in the concentration.Article 23(1) To declare concentration(申报集中)to the authority for enforcement of the Anti-Monopoly Law under the State Council, the undertakings shall submit the following documents and materials:(a) statement of declaration(申报书);(b) explanation of the impact to be exerted(即将施加的)by the concentration on competition in a relevant market;(c) concentration agreement;(d) the financial accounting report of each of the undertakings involved in the concentration in the previous fiscal year(上一会计年度), which is audited by a certified public accountant(注册会计师) firm; and(e) other documents and materials as specified by the authority for enforcement of the Anti-Monopoly Law under the State Council.(2) The statement of declaration shall clearly state the titles(名称)of the undertakings involved in the concentration, their domiciles, business scopes(经营范围), the anticipated date(预定日期)for concentration and other matters specified by the authority for enforcement of the Anti-Monopoly Law under the State Council.Article 24In case the documents or materials submitted by the undertakings are incomplete(不完备的), the undertakings concerned shall supplement(补交)the relevant documents or materials within the time limit prescribed by the authority for enforcement of the Anti-Monopoly Law under the State Council. If they fail to do so at the expiration of the time limit, they shall be deemed to have made no declaration.Article 25(1) The authority for enforcement of the Anti-Monopoly Law under the State Council shall, within 30 days from the date it receives the documents or materials submitted by the undertakings which conform to the provisions of Article 23 of this Law, make a preliminary review(初步审查)of the concentration and make a decision whether to conduct a further review, and notify the undertakings of its decision in writing. Before the authority for enforcement of the Anti-Monopoly Law under the State Council makes such a decision, the undertakings shall not implement the concentration.(2) Where the authority for enforcement of the Anti-Monopoly Law under the State Council decides not to conduct a further review or fails to make such a decision at the expiration of the time limit(逾期), the undertakings may implement the concentration.Article 26(1) Where the authority for enforcement of the Anti-Monopoly Law under the State Council decides to conduct a further review, it shall, within 90 days from the date of decision, complete the review, decide whether to prohibit the undertakings from concentrating(禁止经营者集中), and notify them of the decision in writing. Where a decision on prohibiting the undertakings from concentrating is made, the reasons for the decision shall be given. The undertakings shall not implement concentration during the period of review(审查期间).(2) Under any of the following circumstances, the authority for enforcement of the Anti-Monopoly Law under the State Council may extend the period for review as specified in thepreceding paragraph on condition that(经)it notifies the undertakings of the extension in writing, but the extension shall not exceed the maximum(最长不得超过) of 60 days:(a) the undertakings agree to(同意照办)the extension;(b) the documents or materials submitted by the undertakings are inaccurate and therefore need to be further verified; or(c) major changes have taken place(发生重大变化) after the undertakings made the declaration.(3) Where the authority for enforcement of the Anti-Monopoly Law under the State Council fails to make a decision at the expiration of the time limit(逾期), the undertakings may implement concentration.Article 27The following factors shall be taken into consideration in the review of concentration of undertakings:(1) the market shares of the undertakings involved in concentration in a relevant market and their power of control(控制力) over the market;(2) the degree of concentration(集中度) in a relevant market;(3) the impact of their concentration on access to the market(市场进入) and technological advance;(4) the impact of their concentration on consumers and other relevant undertakings;(5) the impact of their concentration on the development of the national economy(国民经济); and(6) other factors which the authority for enforcement of the Anti-Monopoly Law under the State Council deems necessary to be considered(认为应当考虑)in terms of its impact on market competition.Article 28If the concentration of undertakings leads, or may lead, to elimination or restriction of competition, the authority for enforcement of the Anti-Monopoly Law under the State Council shall make a decision to prohibit their concentration. However, if the undertakings concerned can prove that the advantages of such concentration to competition obviously outweigh(明显大于)the disadvantages, or that the concentration is in the public interests(符合社会公共利益), the authority for enforcement of the Anti-Monopoly Law under the State Council may decide not to prohibit their concentration.Article 29Where the authority for enforcement of the Anti-Monopoly Law under the State Council does not prohibit the concentration of undertakings, it may decide to impose additional restrictive conditions(附加限制性条件) for lessening the negative impact(不利影响)exerted by such concentration on competition.Article 30The authority for enforcement of the Anti-Monopoly Law under the State Council shall, in a timely manner, publish its decision on prohibition from the concentration of undertakings(禁止经营者集中)or its decision on imposing additional restrictive conditions on the implementation of such concentration.Article 31Where a foreign investor(外资)participates in the concentration of undertakings by merging and acquiring a domestic enterprise(境内企业)or by any other means, which involves national security, the matter shall be subject to review on national security(国家安全审查)as required by the relevant State regulations(国家有关规定), in addition to the review on the concentration of undertakings in accordance with the provisions of this Law.C-V Abuse of Administrative Power to Eliminate or Restrict CompetitionArticle 32Administrative organs and organizations authorized by laws or regulations to perform the function of administering public affairs(管理公共事务) may not abuse their administrative powers to require, or require in disguised form(变相), units or individuals to deal in(经营), purchase or use only(限定)the commodities supplied by the undertakings designated by them.Article 33Administrative organs and organizations authorized by laws or regulations to perform the function of administering public affairs may not abuse theiradministrative powers to impede(妨碍) the free flow(自由流通)of commodities between different regions by any of the following means:(1) setting discriminatory charge items(收费项目), implementing discriminatory charge rates(收费标准), or fixing discriminatory prices for non-local commodities(外地商品);(2) imposing technical specifications(技术要求) or test standards(检验标准)on non-local commodities, which are different from those on local commodities of similar types(同类), or taking discriminatory technical measures (技术措施)such as repeated test and repeated certification(重复认证), against non-local commodities to restrict the access of non-local commodities to the local market;(3) adopting a special practice of administrative licensing(专门的行政许可)for non-local commodities to restrict the access of non-local commodities to the local market;(4) erecting barriers(设置关卡)or adopting other means to prevent non-local commodities from coming in or local commodities from going out; or(5) other means designed(其它手段) to impede the free flow of commodities between regions. Article 34Administrative organs and organizations authorized by laws or regulations to perform the function of administering public affairs may not abuse their administrative powers to exclude(排斥)non-local undertakings from participating, or restrict their participation, in local invitation and tendering(招标投标)by imposing discriminatory qualification requirements(资质要求) or assessment standards(评审标准), or by refusing to publish information according to law.Article 35Administrative organs and organizations authorized by laws or regulations to perform the function of administering public affairs may not abuse their administrative powers to exclude or restrict non-local undertakings from making investment or establishing branch offices locally by treating them unequally(不平等待遇) as compared with the local undertakings, or by other means. Article 36Administrative organs and organizations authorized by laws or regulations to perform the function of administering public affairs may not abuse their administrative powers to compel(强制) undertakings to engage in monopolistic conducts specified by this Law.Article 37Administrative organs may not abuse their administrative power to formulate regulations(制定规定)with content of eliminating or restricting competition.C-VI Investigation into Suspected Monopolistic ConductsArticle 38(1) The authority for enforcement of the Anti-Monopoly Law shall investigate suspected monopolistic conducts(涉嫌垄断行为) according to law.(2) All units and individuals shall have the right to report to the authority for enforcement of the Anti-Monopoly Law against(对)suspected monopolistic conducts. The latter shall keep the information confidential.(3) If the report is made in writing(举报采用书面形式) and relevant facts and evidence are provided, the authority for enforcement of the Anti-Monopoly Law shall conduct necessary investigation.Article 39(1) When conducting investigations into(调查)a suspected monopolistic conduct, the authority for enforcement of the Anti-Monopoly Law may take the following measures:(a) conducting inspections of the business places(营业场所) or relevant premises of the undertakings under investigation;(b) making inquiries of(询问)the undertakings under investigation, the interested parties, or other units or individuals involved, and requesting them to provide relevant explanations(说明有关情况); (c) consulting and duplicating the relevant documents and materials of the undertakings under investigation, the interested parties and other relevantunits and individuals, such as bills, certificates(单证), agreements, account books(会计账簿), business correspondence and electronic data;(d) sealing up or distraining relevant evidence; and(e) inquiring about(查询) the bank accounts(银行账户) of the undertakings under investigation.(2) To take the measures specified in the preceding paragraph, a written report shall be submitted for approval to the principal leading person(主要负责人) of the authority for enforcement of the Anti-Monopoly Law.Article 40(1) When the authority for enforcement of the Anti-Monopoly Law to conducts investigations into suspected monopolistic conducts, there shall be at least two law-enforcement officers(执法人员)who shall produce their law enforcement certificates.(2) The law-enforcement officers shall make written records(笔录)when conducting inquiries and investigations, which shall be signed by the persons inquired or investigated.Article 41The authority for enforcement of the Anti-Monopoly Law and its staff members are obligated to(有义务) keep confidential the commercial secrets they come to have access to(知悉的)in the course of law enforcement.Article 42The undertakings under investigation, the interested parties or other relevant units or individuals shall cooperate with the authority for enforcement of the Anti-Monopoly Law in performing their duties in accordance with law, and they shall not refuse or hinder(拒绝、阻碍)the investigation conducted by the authority for enforcement of the Anti-Monopoly Law.Article 43The undertakings under investigation and the interested parties(利害关系人)shall have the right to make statements. The authority for enforcement of the Anti-Monopoly Law shall verify the facts, justifications(理由)and evidence presented by the said undertakings or interested parties.Article 44If, after investigation into and verification of a suspected monopolistic conduct, the authority for enforcement of the Anti-Monopoly Law concludes that it constitutes a monopolistic conduct, the said authority shall make a decision on how to deal with it in accordance with law and may make the matter known to the public(向社会公布).Article 45(1) With respect to(对)the suspected monopolistic conduct which is under investigation by the authority for enforcement of the Anti-Monopoly Law, if the undertakings under investigation commit themselves to(承诺)adopt specific measures to eliminate the consequences of their conduct within a specified time limit(在一定期限之内)which is accepted by the said authority, the authority for enforcement of the Anti-Monopoly Law may decide to suspend the investigation. The decision shall clearly state the details(具体内容)of the undertakings’ commitments.(2) Where the authority for enforcement of the Anti-Monopoly Law decides to suspend an investigation, it shall oversee the fulfillment of the commitments(履行承诺)made by the undertakings. Where the undertakings fulfill their commitments, the authority for enforcement of the Anti-Monopoly Law may decide to terminate the investigation.(3) In any of the following circumstances, the authority for enforcement of the Anti-Monopoly Law shall resume the investigation:(a) the undertakings concerned fail to fulfill their commitments;(b) material changes(重大变化) have taken place in respect of the facts on which the decision to suspend the investigation was based; or(c) the decision to suspend the investigation was based on incomplete or untrue(不真实的)information provided by the undertakings concerned.C-VII Legal LiabilitiesArticle 46(1) Where an undertaking, in violation of the provisions of this Law, concludes and implements a monopoly agreement, the authority for enforcement of the Anti-Monopoly Law shall instruct it to discontinue the violation(责令停止违法行为), confiscate its unlawful gains, and in addition impose on it a fine of not less than one percent but not more than 10 percent of its sales amount(销售额)inthe previous year; if the monopoly agreement has not been implemented, it may be fined not more than RMB 500,000 yuan.(2) If an undertaking, on its own initiative(主动), reports to the authority for enforcement of the Anti-Monopoly Law about the monopoly agreement reached, and provides important evidence, the said authority may, at its discretion(酌情), mitigate or exempt the undertaking from punishment. (3) Where a trade association, in violation of the provisions of this Law, has arranged the undertakings in the trade to reach a monopoly agreement, the authority for enforcement of the Anti-Monopoly Law may impose on it a fine of not more than 500,000 yuan; if the circumstances are serious, the administrative authority for the registration of public organizations(社会团体登记管理机关) may cancel the registration of the trade association in accordance with law.Article 47Where an undertaking, in violation of the provisions of this Law, abuses its dominant market position, the authority for enforcement of the Anti-Monopoly Law shall instruct it to discontinue such violation, confiscate its unlawful gains, and in addition impose(并处)on it a fine of not less than one percent but not more than 10 percent of its sales amount in the previous year.Article 48Where the undertakings, in violation of the provisions of this Law, implement concentration, the authority for enforcement of the Anti-Monopoly Law under the State Council shall instruct them to discontinue such concentration, within a specified time limit(限期) dispose of their shares or assets and transfer the business(转让营业), and adopt other necessary measures to return to the state prior to the concentration, and it may impose on them a fine of not more than 500,000 yuan.Article 49To determine the specific amount of fines(具体罚款数额) prescribed in Article 46, 47 and 48, the authority for enforcement of the Anti-Monopoly Law shall consider such factors as the nature, extent and duration(持续的时间) of the violations.Article 50Where the monopolistic conduct of an undertaking has caused losses to another person, it shall bear the relevant civil liability(承担民事责任) according to law.Article 51(1) Where an administrative organ or an organization authorized by laws or regulations to perform the function of administering public affairs abuses its administrative powers to eliminate or restrict competition, the organ at a higher level shall instruct it to rectify; the person directly in charge and other persons directly responsible shall be given disciplinary sanctions(处分)in accordance with law. The authority for enforcement of the Anti-Monopoly Law may submit a proposal(提出建议)to the relevant organ at a higher level for handling the matter according to law. (2) Where laws or regulations provide for otherwise(另有规定) in respect of administrative organs or organizations authorized by laws or regulations to perform the function of administering public affairs abusing their administrative powers to eliminate or restrict competition, such provisions shall prevail.Article 52。
中华人民共和国反垄断法(送审稿)
中华人民共和国反垄断法(送审稿)文章属性•【公布机关】商务部•【公布日期】2004.01.01•【分类】正文中华人民共和国反垄断法(送审稿)第一章总则第一条（立法目的）为制止垄断行为，维护市场竞争秩序，保护消费者的合法权益和社会公共利益，保障社会主义市场经济健康发展，制定本法。
第二条（适用范围）在中华人民共和国境内经济活动中的垄断行为，适用本法。
在中华人民共和国境外从事对境内市场竞争产生限制或影响的垄断行为，适用本法。
第三条（垄断行为的定义）本法所称垄断行为，是指排除或限制竞争，损害消费者权益，危害社会公共利益的行为。
垄断行为包括：（一）经营者之间排除或者限制竞争的协议、决定或者其他协同一致的行为；（二）经营者滥用市场支配地位的行为；（三）经营者过度集中；（四）政府及其所属部门滥用行政权力、排除或限制竞争的行为。
第四条（经营者、特定市场的定义）本法所称经营者，是指在特定市场内从事商品经营的法人、其他组织和自然人。
本法所称特定市场，是指经营者在一定期间内就某种商品经营所涉及的区域范围。
第五条（政府的责任）各级人民政府及其所属部门应当采取措施，为公平竞争创造良好的环境和条件。
第六条（主管机关）国务院商务主管部门依照本法规定设立反垄断主管机构，依法行使职权，制止垄断行为，维护公平竞争。
第七条（社会监督）国家鼓励、支持和保护公民、法人和其他组织对垄断行为进行社会监督。
国家机关及其工作人员不得支持、包庇垄断行为。
第二章禁止垄断协议第八条（禁止垄断协议）禁止经营者之间达成旨在排除、限制竞争或者实际上具有排除、限制竞争效果的协议、决定或者其他协同一致的行为（协议、决定或者其他协同一致的行为以下简称为“协议”）。
协议包括：（一）统一确定、维持或者变更商品的价格；（二）限制商品的生产或者销售数量；（三）分割销售市场或者原材料采购市场；（四）限制购买或者开发新技术、新设备；（五）联合抵制交易；（六）其他排除、限制竞争的协议。
2024年反垄断法在国际视角下的探讨5篇英文版
2024年反垄断法在国际视角下的探讨5篇英文版Exploring Antitrust Laws in 2024 from an International PerspectiveIn the year 2024, the global landscape of antitrust laws is evolving rapidly. Countries around the world are taking proactive measures to address issues of market competition and consumer protection. In this document, we will delve into five key aspects of antitrust laws from an international viewpoint.1. Overview of Antitrust Laws: Antitrust laws are designed to promote fair competition and prevent monopolistic practices in the marketplace. By analyzing the enforcement of these laws in different countries, we can gain insights into the effectiveness of regulatory frameworks.2. Global Enforcement Trends: The enforcement of antitrust laws varies across jurisdictions, with some countries taking a more aggressiveapproach towards antitrust violations. Understanding these trends can help businesses navigate the complex regulatory environment.3. Challenges in Cross-Border Antitrust Cases: In an increasingly interconnected world, cross-border antitrust cases pose unique challenges for regulators and businesses. Issues such as jurisdictional conflicts and differing legal standards can complicate the resolution of these cases.4. Emerging Technologies and Antitrust: The rise of new technologies, such as artificial intelligence and blockchain, is reshaping the competitive landscape. Antitrust authorities are grappling with how to apply traditional antitrust principles to these innovative industries.5. Collaborative Approaches to Antitrust Compliance: In light of the growing complexity of antitrust laws, businesses are adopting collaborative approaches to ensure compliance. Through industry partnerships and information-sharing initiatives, companies can stay ahead of regulatory developments.By examining these key themes, we can gain a comprehensive understanding of the evolving nature of antitrust laws in 2024. As businesses navigate the challenges and opportunities presented by these laws, staying informed and proactive is crucial to maintaining a competitive edge in the global marketplace.。
反垄断法律制度
规制滥用市场支 配地位的制度
规制垄断协议 的制度
规制经营者集 中的制度
反垄断法的实体制度
规制行政性垄 断的制度
一、规制滥用市场支配地位的制度
市场支配地位？
《反垄断法》第17条第2款 本法所称市场支配地位，是指经 营者在相关市场内具有能够控制商品价格、数量或者其他交易条 件，或者能够阻碍、影响其他经营者进入相关市场能力的市场地 位。
案例：乌鲁木齐水业集团滥用市场支配地位限定交易案：2014年4月 18日，新疆维吾尔自治区工商局检查时发现，当事人乌鲁木齐水业集团有 限公司在新、改、扩建供水接装业务过程中，要求用户必须选用其确定的 厂家的水表，必须与其下属子公司签订水表采购合同，否则不予向用户通 水。
正当理由：如果行为人是为了保证产品质量和安全，为了维护品牌形 象或者提高服务水平，能够显著降低成本、提高效率，并且能够使消费者 分享由此产生的利益的，即属于正当理由的情形。
反垄断法律制度
垄断的概念
垄断——指经营者或者其利益的代表者，滥用已经具备的 市场支配地位，或者通过协议、合并或其他方式谋求或谋求并 滥用市场支配地位，借以排除或限制竞争，牟取超额利益，依 法应予规制的行为。
简言之，垄断是指经营者或其利益的代表者排除或限制竞 争的违法行为。
垄断的分类
1.依据垄断者占有市场的情况：
娄丙林是一名主要经营海鲜产品的个体工商户，与妻子刘克兰在北京市丰台区大红门京 深海鲜批发市场共同销售海鲜产品，主要经营大连獐子岛集团股份有限公司生产的扇贝。后 来，娄丙林加入了北京水产批发协会并委托刘克兰代为处理与北京水产批发协会有关的一切 事务。娄丙林表示，由北京水产批发协会发布的《手册》中的“奖罚规定”部分变更和固定 了獐子岛扇贝的销售价格，并禁止北京水产批发协会会员向其会员所在市场的非会员销售整 件獐子岛扇贝，如果协会会员违反规定，将被以各种理由处以罚款，甚至停供獐子岛扇贝。 据娄丙林介绍，刘克兰在2011年多次因违反北京水产批发协会规定而被罚款。2011年12月， 娄丙林退出北京水产批发协会，但此后一直无法获得獐子岛扇贝供货渠道，无法销售獐子岛 扇贝。
中国反垄断制度
中国反垄断制度一、反垄断法的概念和意义反垄断法，顾名思义就是反对垄断和保护竞争的法律制度。
“垄断”一词在经济学上的涵义是“独占”，即一个企业在一个市场或者一个经济部门占百分之百的份额。
反垄断法中的垄断比经济学意义上的垄断范围要宽，包括各种限制竞争行为。
因为企业的限制竞争行为可以导致市场垄断，反垄断法中的“垄断”一般是指各种限制竞争的行为。
谈到反垄断法的概念，首先有必要搞清楚反垄断法和反不正当竞争法的关系。
我国在1993年9月颁布了《反不正当竞争法》，主要反对经营者出于竞争的目的，违反市场交易中诚实信用原则和公认的商业道德，通过假冒商标、虚假广告、商业贿赂、窃取商业秘密等不正当的竞争手段攫取他人的竞争优势。
因此，这部法律首先保护受不正当竞争行为损害的善意经营者的利益，维护公平竞争的市场秩序，保护消费者的利益。
从这个意义上说，反不正当竞争法的价值理念是保护公平竞争。
反垄断法则是从维护市场的竞争性出发，反对经营者商定价格、限制销售数量或者分割销售市场，目的是保证市场上有足够的竞争者，保证消费者在市场上有选择商品或者服务的权利。
因此，反垄断法的价值理念是保护自由竞争，保障企业有自由参与市场竞争的权利，保障消费者有选择的权利，提高社会福利。
反不正当竞争法和反垄断法作为维护市场竞争秩序的两种法律制度，在功能上相辅相成，都是市场经济不可缺少的法律制度。
但二者承担着不同的任务：反不正当竞争法关注企业的市场竞争行为，制止不正当竞争；反垄断法则关注企业排除、限制或者扭曲竞争的行为，防止市场出现垄断的局面。
由于两者存在这样的差异，很多国家采用民事程序执行反不正当竞争法，执法机构是普通法院，违法行为的后果一般是停止违法行为、损害赔偿以及个别情况下的刑事制裁。
但各国执行反垄断法的任务则通常由国家建立的专门机构来承担，如德国联邦卡特尔局、美国司法部反托拉斯局和联邦贸易委员会、日本和韩国的公平交易委员会等。
因而一些学者认为，反不正当竞争法是私法，反垄断法是公法。
创建平台经济反垄断规制的中国范本——简评《国务院反垄断委员会关于平台经济领域的反垄断指南》
聚魚平台经洚反垄斯2021-2釗遗聲台後济反#新规喇的中®范_—简评《国务院反垄断委员会关于平台经济领域的反垄断指南》徐士英应品广摘要：互联网平台具有经营者和市场双重角色，给反垄断监管带来挑战。
平台经济领域出台反垄断指南能够有效回应现实需求，弥补传统反垄断法律体系面对新经济形态的不足，是我国营造平台经济领域公平竞争秩序的重要制度创新，也为平台经营者的竞争行为提供了极具指导意义的合规指引，其有望创建平台经济反垄断规制的中国范本，助益国内国际经济双循环发展。
关键词：平台经济反垄断竞争政策指南当前，数字经济已经成为我国国民经济发展的重 要支撑力量之一，在我国经济总量中的比重逐年提 升。
®互联网平台作为协调组织资源配置的一种新经 济形态，对于保持国内超大规模市场内在活力有着不 可忽视的作用。
但是，平台经济的发展也引发系列涉 嫌垄断问题，包括算法共谋、“二选一”、“大数据杀 熟”、通过VIE架构设计规避反垄断审查等。
现有制 度体系对上述行为尚未形成有效回应。
国务院反垄断委员会发布的《关于平台经济领域 的反垄断指南》（以下简称《指南》），是我国营造平台 经济领域公平竞争秩序的重要制度创新，为平台经营 者的竞争行为提供了极具指导意义的合规指引。
在互联网经济迅猛发展的当下，中央连续多次强 调要强化《反垄断法》的实施，防止资本无序扩张。
这 是针对社会经济发展中关于竞争政策问题提出的阶 段性目标。
一国竞争政策的拟订和实施，与该国的市 场经济发展水平、生产要素市场化程度、政府市场监 管强度、经济民主实现程度、国际竞争环境等因素都 具有重要影响与联系，在不同发展阶段提出具体阶段 性目标，是各国竞争政策实施的共性。
监管理念、监管 制度、监管方式与监管目标的阶段性具有密切关联。
*《指南》的出台具体体现了这些关联。
把《指南》置于国 家竞争政策总体框架下进行解读，能更加清晰地理解 其意义。
一、互联网平台竞争引发的反垄断难题互联网平台具有双重角色。
2023年关于反垄断法的学习感悟3篇英文版
2023年关于反垄断法的学习感悟3篇英文版Insights on Antitrust Law in 20231. Understanding the Importance of Antitrust LawsIn 2023, my study of antitrust laws has highlighted the critical role they play in promoting fair competition and protecting consumers from monopolistic practices. By prohibiting anti-competitive behavior, these laws ensure a level playing field for businesses and encourage innovation in the marketplace.2. The Evolving Landscape of Antitrust EnforcementAs I delve deeper into antitrust law, I have observed the evolving landscape of antitrust enforcement in 2023. With the rise of digital platforms and tech giants, regulators are increasingly focusing on addressing competition issues in the digital economy. This shift underscores the need for flexible and adaptable antitrust frameworks to effectively regulate modern markets.3. Navigating Complex Antitrust ChallengesIn my exploration of antitrust law, I have encountered various complex challenges that require nuanced solutions. From analyzing mergers and acquisitions to assessing anti-competitive practices, navigating the intricacies of antitrust law demands a deep understanding of economic principles and legal intricacies. By approaching these challenges with a strategic mindset and a commitment to upholding competition, I aim to contribute to the effective enforcement of antitrust laws in 2023.。
垄断与反垄断英文版
PART
2
反垄断
Antimonopoly refers to the policies and laws designed to prevent or break up monopolies. The main goal of antimonopoly legislation is to promote competition and protect the interests of consumers by preventing the anticompetitive practices of monopolies
反垄断
The benefits of antimonopoly laws include lower prices, better quality products and services, more innovation, and more choices for consumers. By promoting competition, antimonopoly policies can also encourage companies to continuously improve their business efficiency and product quality
exclusive con
trol over production, sales, and pricing, which allows the monopolist to profit by
2 selling their product or service at a higher price than would be possible in a
4
of competition in the market, which can result in the monopolist not having to worry about improving their product or service, as they know they have no real competitors
中华人民共和国反垄断法释义
中华人民共和国反垄断法第一部分绪论完善社会主义市场经济体制的重要法律《中华人民共和国反垄断法》于2007年8月30日由十届全国人大常委会第二十九次会议审议通过，国家主席胡锦涛同日签发主席令予以公布，将于2008年8月1日起施行。
这部重要法律的制定和施行，是我国社会主义市场经济体制和中国特色社会主义法律体系日趋完善的重要标志。
一、反垄断法的制定竞争是市场经济最基本的特征，市场经济本质上是竞争性的经济。
在市场调节能够发挥作用的领域，公平的竞争对于实现资源优化配置，促使经营者创新，增进消费者福利，具有十分重要的作用。
正因为如此，实行市场经济的国家都高度重视制定和实施以保护公平竞争、禁止垄断和不正当竞争行为为宗旨的竞争法律制度，以保护正常的市场竞争格局，规范经营者的市场竞争行为。
竞争法律制度在市场经济国家的法律体系中占有十分重要的地位。
我国实行社会主义市场经济。
为了在国家宏观调控指导下，充分发挥市场在资源配置中的基础性作用，我们必须建立健全与我国社会主义市场经济的性质和发展阶段相适应的竞争法律制度，为社会主义市场经济体制的不断完善提供相适应的制度保障。
在1992年10月党的十四大提出“建立社会主义市场经济体制”的改革目标后不久，全国人大常委会就于1993年9月通过了《反不正当竞争法》。
同时，有关方面也开始了我国反垄断法的研究起草工作。
八届、九届全国人大常委会都把制定反垄断法列入了立法规划，有关方面为此做了大量工作。
十届全国人大常委会继续将制定反垄断法列入本届立法规划。
2004年2月，商务部将与国家工商总局共同起草的《中华人民共和国反垄断法（送审稿）》报送国务院。
国务院法制办公室组织有关部门、专家在进一步调查研究的基础上，对送审稿进行了反复研究、论证和修改，形成了反垄断法草案，报请国务院常务会议讨论通过。
2006年6月16日，温家宝总理签署议案，将草案提请全国人大常委会审议。
在分别于2006年6月和2007年6月、8月召开的十届全国人大常委会第二十二次、第二十八次和第二十九次会议上，常委会组成人员对草案进行了三次审议。
中国反垄断法应确立二元执行体制
上网找律师就到中顾法律网快速专业解决您的法律问题中国反垄断法应确立二元执行体制王健关键词: 反垄断法的执行/一元执行体制/二元执行体制/中国反垄断法执行体制内容提要: 反垄断法的执行体制有一元执行体制和二元执行体制之分。
20世纪90年代末期特别是21世纪以来，二元执行体制逐渐成为主流的反垄断法执行体制，然而我国目前的提交全国人大审议的反垄断法草案实质上采一元执行体制。
二元执行体制代表了世界上大多数国家的发展方向，它比一元执行体制更有利于反垄断法的有效执行，中国反垄断法的有效实施离不开二元执行体制。
引言反垄断法的执行可以动用公共和私人两种资源。
由此形成公共执行(public enforcement)和私人执行(private enforcement)两种方式。
反垄断法的公共执行是指竞争主管机关以公共利益代表者的身份通过行使公权力来执行反垄断法，而私人执行则是指那些自身利益受到反竞争行为影响的法人和自然人通过向法院提起民事诉讼或通过仲裁等方式来执行反垄断法。
上网找律师就到中顾法律网快速专业解决您的法律问题反垄断法的执行体制指的是公共执行和私人执行在反垄断法执行中的地位和配置。
从各国反垄断法的立法和实践来看，反垄断法的执行体制有二元执行体制和一元执行体制之分。
二元执行体制强调公共执行和私人执行同等重要，反垄断法的执行需要公共执行和私人执行相互配合和协调发展，其代表性国家是美国;一元执行体制则认为，反垄断法的执行主要应该依赖公共执行，对于私人执行则没有相关法律规定或虽有规定但实践中并没有有效发展，其典型代表是欧盟及其成员国。
最近几年，实行一元执行体制的国家越来越重视反垄断法的私人执行，一元执行体制正在逐步向二元执行体制过渡。
我国正在进行反垄断立法，并且已经提交全国人大进行审议。
从提交审议的《反垄断法》草案来看，我国比较重视反垄断法的实体规定，对于执行体制问题，立法机关和学者关心的重点主要是反垄断主管机关如何设置和运作即公共执行问题，而对于私人执行问题仅涉及损害赔偿一个条款，操作性不强，力度不够，同时相关理论研究还没有展开。
2024版反垄断法
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典型案例分析
互联网领域典型案例分析
阿里巴巴集团垄断案
阿里巴巴集团通过实施“二选一”等排他性行为，限制商家在其他平台开展经营活动，滥用 市场支配地位，被处以高额罚款。
美团外卖垄断案
美团外卖利用自身优势地位，强迫商家签订独家合作协议，限制商家在其他平台提供外卖服 务，涉嫌违反反垄断法。
腾讯音乐娱乐集团垄断案
反垄断法
• 反垄断法概述 • 垄断行为与反垄断法规制 • 反垄断执法机构与程序 • 反垄断法律责任与救济措施 • 典型案例分析 • 反垄断法实施评价与前景展望
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反垄断法概述
反垄断法的定义与作用
反垄断法定义
反垄断法是一部旨在维护市场竞争秩 序，防止和制止垄断行为，保护市场 公平竞争，提高经济运行效率，维护 消费者利益和社会公共利益的法律。
审理与裁决
经过调查取证后，反垄断执法机构应当根据事实和法律进行审理，并 作出裁决。对于构成垄断行为的，应当依法作出处理决定。
上诉与复议
当事人对反垄断执法机构的裁决不服的，可以依法申请行政复议或者 提起行政诉讼。
反垄断执法中的国际合作
信息交换与协助调查 我国反垄断执法机构可以与其他国家和地区的反垄断执法 机构进行信息交换和协助调查，共同打击跨国垄断行为。
国际竞争的压力 随着经济全球化的深入发展，国际竞争日益激烈， 各国纷纷制定反垄断法以维护本国市场的公平竞 争和国家利益。
社会公众对公平竞争的要求 社会公众对公平竞争有着强烈的期待和要求，反 垄断法的制定和实施有助于维护社会公正和消费 者利益。
反垄断法的体系结构
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02
03
04
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总则
禁止的垄断行为
腾讯音乐娱乐集团通过版权独家授权等方式，限制竞争对手获取关键资源，巩固自身市场地 位，受到反垄断调查。
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中国反垄断法最新英文版(Chinese Antimonopoy Law)Chinese Antimonopoly Law(adopted at the 29th session of the Tenth National People's Congress on August 30, 2007)Chapter 1: General ProvisionsChapter 2: Monopoly AgreementChapter 3: Abuse of a Dominant Market PositionChapter 4: Concentration of UndertakingsChapter 5: Abuse of Administrative Power to Eliminate or Restrict CompetitionChapter 6: Investigation of the Suspected Monopoly ConductsChapter 7: Legal LiabilitiesChapter 8: Supplementary ArticlesTranslated by Jia YuanSeptember 1, 2007Chapter 1: General ProvisionsArticle 1:This Law is enacted for the purpose of preventing and restraining monopolistic conducts, protecting fair competition in the market, enhancing economic efficiency, safeguarding the interests of consumers and social public interest, promoting the healthy development of the socialist market economy.Article 2:This Law shall be applicable to monopolistic conducts in economic activities within the People’s Republic of China.This Law shall apply to the conducts outside the territory of the People’s Republic of China if they eliminate or have restrictive effect on competition on the domestic market of the PRC.Article 3:“Monopolistic conduct” is defined in this law as the following activities:(i) monopolistic agreements among undertakings;(ii) abuse of dominant market positions by undertakings;(iii) concentration of undertakings that eliminates or restricts competition or might be eliminating or restricting competition;Article 4:The State formulates and carries out competition rules which in accordance with the socialist market economy, perfects macro-control, and advances a unified, open, competitive and orderly market system.Article 5:Undertakings shall through fair competition, voluntary alliance，concentrate according to law, expand the scope of operation, and enhance competition ability.Article 6:Undertakings of a dominant position shall be prohibited to abuse a dominant position, eliminate, and restrict competition.Article 7:For the undertaking in the state-owned economy controlled industries to which are related to national economic lifeline and state security, and in the industries to which the state grants special or exclusive rights, the state protect their lawful operation. The state also lawfully regulates and controls their operation and the price of their commodities and services, safeguards interests of consumers, promotes technical progresses.Undertakings mentioned above shall lawfully operate, be honest and faithful, be strict self-discipline, accept social supervision, shall not damage interests of consumers using their dominant or exclusive positions.Article 8:Administrative power by government and organisations to which laws and regulations grant rights to administer public issues shall be prohibited to abuse administrative power, to eliminate or restrict competition.Article 9:The State Council establishes the Antimonopoly Commission, which in charge of organizing, coordinating, guiding antimonopoly works, performs the following responsibilities:(i) study and draft related competition policies;(ii) organize research, assess general competition situations in the market, issue assess report; (iii) enact and issue antimonopoly guidelines;(iv) coordinate antimonopoly execution works;(v) other responsibilities stipulated by the State Council.The State Council stipulates composition and working rules of the Antimonopoly Commission.Article 10:Antimonopoly execution authorities are in charge of antimonopoly execution pursuant to this law.Antimonopoly execution authorities shall authorise the corresponded authorities of provincial government or government in an autonomous region or directly municipality to in charge of antimonopoly execution pursuant to this law, when needed.Article 11:Association of undertakings should intensify industrial self-discipline, guide undertakings to lawfully compete, safeguard the competition order in the market.Article 12:An “undertaking” in this law refers to a legal person, other organization or natural person that engages in businesses of commodities (hereinafter “commodities” include services).A “relevant market” in this law refers to the territorial area within which the undertakings compete against each other during a time period for relevant products.Chapter 2: Monopoly AgreementArticle 13:Any following agreements among the undertakings competed with each other shall be prohibited:(i) fix, or change prices of products;(ii) limit the output or sales of the products;(iii) allocate the sales markets or the raw material purchasing markets;(iv) limit the purchase new technology or new facilities, or the development of, new products or new technology;(v) jointly boycott transactions;(vi) other agreements identified by antimonopoly execution authorities.Agreements referred to this law are agreement, decision or concerted action which eliminate or restrict competition.Article 14:Any following agreements among undertaking and counterparty are prohibited:(i) fix the price for resale;(ii) restrict the lowest price for resale;(iii) another monopoly agreement identified by antimonopoly execution authorities.Article 15:Agreements among undertakings with one of the following objectives shall be exempted from application of article 13, 14 if(i) agreements to improve technology, to research and develop new products.(ii) agreements for the purpose of product quality upgrading, cost reduction and efficiency improvement, of unify standards, norms or specialise;(iii) agreements by small and medium-sized enterprises to improve operational efficiency and to enhance their competitiveness;(v) agreements to cope with economic depression, to moderate serious decrease in sales volumes or distinct production surplus;(iv) agreements to achieve public interests, such as save energy, protect environment, relieve the victims of a disaster and so on;(vi) agreements to maintain legitimate interest in the cooperation with foreign economic entities and foreign trade;(vii) other situation stipulated by laws and the State Council.Undertakings pursuant to (i) to (v), and therefore exempted from Article 13, 14, must additionally prove, that the agreements can enable consumers to share impartially the interests derived from the agreements, and will not entirely eliminate the competition in relevant market.Article 16:Association of industry shall be prohibited to organize undertakings to conduct monopoly activities being prohibited by this law.Chapter 3: Abuse of a Dominant Market PositionArticle 17Undertakings of a dominant market position shall not abuse their dominant market positions to conduct following conducts:(i) sell commodities at unfairly high prices or buy commodities at unfairly low prices;(ii) sell commoditiews at prices below cost without legitimate reasons;(iii) refuse to trade with counterparty without legitimate reasons;(iv) require its counterparty to trade exclusively with it or trade exclusively with the appointedundertakings without legitimate reasons;(v) tie products or require as unreasonable conditions for trading without legitimate reasons; (vi) apply dissimilar prices or other transaction terms to equivalent counterparties;(vii) other conducts identified as abuse of a dominant position by antimonopoly execution authoritiesFor the purposes of this law, “dominant market position” refers to the undertaking(s) having the ability to control the price, quantity or other trading conditions of products in relevant market, or to hinder or affect other undertakings to enter the relevant market.Article 18:The following factors will be taken into consideration in finding dominant market position: (i) market share in relevant market, and the competition situation of the relevant market; (ii) ability to control the sales markets or the raw material purchasing markets;(iii) financial status and technical conditions of the undertaking;(iv) the degree of dependence of other undertakings;(v) entry to relevant market by other undertakings;(vi) other factors related to find a dominant market position.Article 19:Undertakings that have any of the following situations can be assumed to be have a dominant market position:(i) the relevant market share of one undertaking accounts for1/2 or above;(ii) the joint relevant market share of two undertakings accounts for 2/3 or above;(iii) the joint relevant market share of three undertakings accounts for 3/4 or above.Undertakings with a market share of less than 1/10 will not be deemed as occupying a dominant market position even if they fall within the scope of second or third item.When the Undertakings assumed to have a dominant market position can prove, that they do not have a dominant market, shall not be assumed to have a dominant market position.Chapter 4: Concentration of UndertakingsArticle 20:A concentration refers to the following situations:(i) the merger of undertakings;(ii) the acquisition by undertakings, whether by purchase of securities or assets, of control of other undertakings;(iii) the acquisition by contact or any other means, of control of other undertakings or of possibility of exercising decisive influence on other undertakings.Article 21:A concentration falls under the notification criteria issued by the State Council, a report must be notify in advance with the antimonopoly execution authorities. Without notification the concentration shall not be implemented.Article 22:A concentration refers to following situations, shall not notify to the antimonopoly execution authorities:(i) one undertaking which is a party to the concentration has the power to exercise more than half the voting rights of every other undertaking, whether of the equity or the asset;(ii) one undertaking which is not a party to the concentration has the power to exercise more than half the voting rights of every undertaking concerned, whether of the equity or the asset;Article 23:Undertakings which notify a concentration in advance with the antimonopoly execution authorities, shall submit following documents or materials:(i) summary of notification;(ii) the effect on competition on the relevant market of the concentration;(iii) agreement of concentration;(iv) the financial reports and accounting reports of the proceeding accounting year of the undertakings concerned;(v) other documents or materials stipulated by antimonopoly execution authorities.The summary of notification shall record, name, residence, scope of business, expected date for concentrating and other items stipulated by antimonopoly execution authorities of the undertakings concerned.Article 24:In case that the documents submitted by the notifying undertakings are not complete, shall submit the rest of the documents and materials with a set period stipulated by antimonopoly execution authorities. It will be taken as not notified, when the added documents and materials are not timely submitted.Article 25:The antimonopoly execution authorities shall preliminarily review the notified concentration and take the decisions whether to precede review and notify the undertakings in written form within 30 days, calculated from the date of receipt of the complete filing documents and materials referred to article 23 submitted by the undertakings.Before a decision taken by the antimonopoly execution authorities, the concentration shall be not implemented.If the antimonopoly execution authorities has taken decision not to precede review or has not decided in case of expiring of the period, the concentration shall be implemented.Article 26:If the antimonopoly execution authorities has decided to precede the review, shall review and decide whether to prohibit the concentration and notify the undertakings in written form within 90 days, calculated form the date of the decision being taken.If the concentration is prohibited, the reasons shall be explained. Within the review period the concentration shall be not implemented.Under the following circumstances, the time limit stipulated in the first paragraph may be extended to add 60 days after notifying the undertakings in written form:(i) the undertakings concerned agree to extend the time limit;(ii) the documents or materials submitted are inaccurate and need verification;(iii) other significant events occurred after notification.If the antimonopoly execution authorities have not decided in case of expiring of the period, the concentration shall be implemented.In the review of a concentration the following factors shall be considered:(i) market share in the relevant market of the undertakings concerned and their ability to control the market;(ii) concentrate degree of the relevant market ;(iii) effect on the market entry and technology improvement;(iv) effect on consumers and other undertakings;(v) effect on national economical improvement(vi) other factors shall affect the competition, be considered by the antimonopoly execution authorities.Article 28:If a concentration has or may have effect of eliminating or restricting competition, the antimonopoly execution authorities shall take decision of prohibition. However, if the undertakings can prove that the concentration bring more positive effect than negative effect on competition, or the concentration pursuant to public interests, the antimonopoly execution authorities shall decide, not to prohibit the concentration.Article 29:The antimonopoly execution authorities shall make a decision of approval with restrictions and conditions where a concentration will reduce the negative effect on competition.Article 30:The antimonopoly execution authorities shall announce the decisions of prohibition or conditional concentration to public.In case the acquisition of domestic enterprises by foreign investors or other manners to concentrate referred to national security, besides being reviewed according to this law, shall be carried out national safety review according to related regulations.Chapter 5: Abuse of Administrative Power to Eliminate or Restrict CompetitionArticle 32:Administrative power by government and organisations to which laws and regulations grant rights to administer public issues shall not abuse administrative power to limit or limit in a different form the organizations or persons to operate, purchase or use the products of any undertakings designated by them.Article 33:Administrative power by government and organisations to which laws and regulations grant rights to administer public issues shall not abuse administrative power to carry out following conducts, to hinder the free flow of the commodities between regions:(i) create discriminated items, carry out discriminated standards, or stipulate discriminated prices to nonlocal commodities.(ii) stipulate different technical requisition, test standards to nonlocal an local commodities, or conduct repeat testing, repeat certification and so on, in order to limit nonlocal commodities to enter local market;(iii) specially require administrative permit to counter nonlocal commodities, in order to limit nonlocal commodities to enter local market;(iv) create burdens or other methods to limit nonlocal commodities enter or local commodities exit;(v) other conducts which hinder commodities free flow between regions.Administrative power by government and organisations to which laws and regulations grant rights to administer public issues shall not abuse administrative power to exclude or restrict nonlocal undertakings to participate local bids activities through the manners that they create discriminated quality requisitions, judge standards or not announce information according to law.Article 35:Administrative power by government and organisations to which laws and regulations grant rights to administer public issues shall not abuse administrative power to exclude or restrict nonlocal undertakings to set up branches through that they give unfair treatment to nonlocal undertakings.Article 36:Administrative power by government and organisations to which laws and regulations grant rights to administer public issues shall not abuse administrative power to force the undertakings to carry out monopoly conducts according to this law.Article 37:Administrative power shall not abuse administrative power to stipulate regulations including contents to eliminate or restrict competition.Chapter 6: Investigation of the Suspected Monopoly ConductsArticle 38:The antimonopoly execution authorities investigate monopoly conducts according to law.Refers to antimonopoly conduct, any organization or person has the right to report to the antimonopoly execution authorities. The antimonopoly execution authorities shall keep the secret for the reporter.If the report is submitted in written form and supplies related facts and proofs, the antimonopoly execution authorities shall conduct necessary investigation.Article 39:When conducting investigations, the antimonopoly execution authorities can take the following measures:(i) enter the premise or other related places of the undertakings being investigated;(ii) request the undertaking concerned, interested parties and other relevant organizations or persons being investigated to explain related circumstances;(iii) exam, copy related documents and materials of the undertakings, interested parties and other relevant organizations or persons being investigated, such as certificates, agreements, accounting books, letters and telegraphs of business, electronic data and so on.(iv) seal up or detain related proofs;(v) inquire about the bank account information of the undertakings concerned.Taking the measures stipulated above, shall be reported in written form to the chef person in charge of the antimonopoly execution authorities, and be approved.Article 40:Investigating the suspected monopoly conducts by the antimonopoly execution authorities, the executors shall be not less than two persons, and shall show the papers of execution.The executor conduct inquiring and investigating, shall fabricate written notes which are signature by the inquired or investigated person.Article 41:The antimonopoly execution authorities and their staffs shall be obliged to keep the secret which known in the execution.Article 42:Undertakings concerned, interested parties or other related organizations or persons being investigated shall cooperate with the antimonopoly execution authorities by performing responsibility, shall not refuse or hinder the antimonopoly execution authorities to investigate.Article 43:Undertakings concerned, interested parties being investigated have the right to state opinions. The antimonopoly execution authorities shall verify the facts, reasons and proofs being given by undertakings concerned, interested parties being investigated.Article 44:After investigating and verifying the suspected monopoly conducts, if the antimonopoly execution authorities believe that monopoly conduct was done, shall take decisions according to law and publish it.Article 45:In case of a suspected monopoly conduct being investigated by the antimonopoly execution authorities, if the undertakings being investigated promise that they will conduct concrete measures to eliminate the negative effect of the monopoly conducts within a time limit being acknowledged by the antimonopoly execution authorities, the antimonopoly execution authorities shall decide to suspend the investigation. The decision to suspend the investigation shall note what concrete was promised by the undertakings being investigated.If the antimonopoly execution authorities decide to suspend investigation, shall supervision the circumstances in which undertakings perform their promises. If the undertakings have performed the promises, the antimonopoly execution authorities shall decide to stop the investigation.Under the following circumstances, the antimonopoly execution authorities shall regain theinvestigation:(i) undertakings have not performed the promises;(ii) the fact being applied to suspend the investigation has significant changed.(iii) the decision to suspend the investigation is based on uncompleted or untruthful information being supplied by the undertakings.Chapter 7: Legal LiabilitiesArticle 46:In case there exists monopoly agreement and is implemented by the undertakings in violation of this law, the antimonopoly execution authorities shall order the undertakings to cease such act, the illegal gains shall be confiscated, and a fine between 1% and 10% of the turnover in the preceding year shall be imposed; If the monopoly agreement is not implemented, a fine below 500,000 Yuan shall be imposed.If the undertakings actively report the circumstance of the monopoly agreement to the antimonopoly execution authorities and supply important proofs, the antimonopoly execution authorities shall reduce or remit the fines according to own judgement.If the association of undertakings organise undertakings of the branch to reach monopoly agreement in violation of this law, the antimonopoly execution authorities shall impose a fine below 500,000 Yuan; and if the circumstances are serious, the social organization register administrative department shall dissolve the register.Article 47:In case there exists an act abusing dominant market position by the undertakings in violation of this law, the antimonopoly execution authorities shall order the undertakings to cease such act, the illegal gains shall be confiscated, and a fine between 1% and 10% of the turnover in the preceding year shall be imposed.Article 48:In case the undertakings concentrate in violation of this law, the antimonopoly execution authorities shall order the undertakings to cease concentration, dispose securities or assets in limited time, transfer the operation and conduct other necessary measures to regain the status before the concentration, a fine below 500,000 shall be imposed.Article 49:Referred to the fines of article 46, 47, 48 of this law, the antimonopoly execution authorities shall consider the nature, degree and time of duration of the violation, to decide concrete amount of fine.Article 50:If undertakings carry out monopoly conduct, and cause losses to others, shall bear civil liability according to law.Article 51:If administrative power by government and organisations to which laws and regulations grant rights to administer public issues abuse administrative power, to eliminate or restrict competition, shall be ordered by superior authorities to correct themselves; people in direct charge and people directly involved shall be imposed administrative punishment. The antimonopoly execution authorities shall supply suggestion to related superior authorities to handle according to law.If administrative power by government and organisations to which laws and regulations grant rights to administer public issues abuse administrative power, to eliminate or restrict competition will be handled by another regulation, shall be applied to another regulation.Article 52:In reviewing and investigating by the antimonopoly execution authorities, if they refuse to supply related materials, information, or supply incorrect materials, information, or remove, hide or destroy proofs, or other conducts to refuse or hinder investigation, the antimonopoly execution authorities shall order the undertakings to cease such act, A fine not to exceed20,000 Yuan to individuals and 200,000 Yuan to organization may be assessed. If the circumstances are serious, a fine not to between 20,000 Yuan and 100,000 Yuan to individuals and between 200,000 Yuan and 1000,000 Yuan to organization may be assessed; if the said act constitutes a criminal offence, prosecution will be launched according to law.Article 53:If the undertaking does not accept the decision made by the antimonopoly execution authorities according to article 28, 29 of this law, he/she shall in the first place apply for administrative review; and if the undertaking still disagree with the decision of the administrative review, he/she may file a administrative lawsuit according to law.If the undertaking does not accept the decision made by the antimonopoly execution authorities besides the decisions stipulated by first paragraph, he/she shall apply for administrative review according to law or file administrative lawsuit.Article 54:Any employee of the antimonopoly execution authorities who abuse his official power, neglect his duties, engage in malpractices or irregularities, or disclose any trade secret, constitute a criminal offence, prosecution will be launched according to law. Where the act is not so serious as to be prosecuted for criminal liability, he shall be imposed the administrative penalty according to law.Chapter 8: Supplementary ArticlesArticle 55:Undertakings exercise intellectual property rights according to laws , administrative regulations related intellectual property rights, shall not be applied to this law; however, undertakings abuse the intellectual property rights to eliminate or restrict competition, shall be applied to this law.Article 56:Agricultural producers and rural economic organizations alliance or concerted act in the producing, processing, selling, transporting or reserving agricultural products shall be not applied to this law.Article 57:This law is effective as of August 1, 2008译者：袁嘉译者对本翻译稿具有著作权,如有转载,请说明出处.。