Part 2: Hong Kong antitrust saga over Foodpanda and Deliveroo – what’s changing thereafter? In a surprise move, Deliveroo announced on 10 March 2025 that it will exit the Hong Kong online food delivery market effective April 2025, ending its nine-year presence.11 The departure follows Uber Eats’ exit in 2021, when it held just 5% of the market, compared to Deliveroo’s 44% and Foodpanda’s 51%.22 Deliveroo’s departure will mark a significant shift in the landscape of online food delivery competition in Hong Kong. Before delving deeper into the changes in this digital marketplace, it’s worth revisiting the HKCC investigation that set these changes in motion. Foodpanda/Deliveroo restrictions trigger scrutiny In January 2022, the Hong Kong Competition Commission (HKCC) launched an investigation into Foodpanda and Deliveroo (jointly as “Relevant Parties”) for potential violations of the First Conduct Rule (“FCR”) under the Competition Ordinance (“Ordinance”).33 The investigation centred on three restrictive practices (“Restrictions”) imposed on their partner restaurants: Chart 1: Overview of restrictions set by Foodpanda and Deliveroo In general, the HKCC views vertical agreements with restrictions as less harmful to competition than horizontal agreements, given that they often enhance economic efficiency by fostering cooperation and reducing transaction costs within the supply or distribution chain. However, they recognise that competition concerns can arise when one or both parties involved possess a certain degree of market power.44 How HKCC assesses market power In assessing the Relevant Parties’ market power, the HKCC has considered several key factors55: High market share: From 2016 to 2021, Foodpanda and Deliveroo each held high individual market share of over 40% in the defined online food delivery Services market based on order value, jointly accounting for around 90% of the market. While not indicating presumed dominance, their high market share does suggest substantial market power. This is especially significant in such a highly concentrated market, which is more susceptible to competition-restrictive measures. Limited competitive constraints: As of December 2023, competitors in this market included Oddle, DimOrder and Keeta. By November 2023, Oddle and DimOrder each held a market share of less than 1%; classified as “Low Market Share Platforms”, defined as those with a monthly market share of 10% or less by order value. Though Keeta had captured over 10% market share since its market entry in May 2023, the HKCC did not consider it exerting sufficient competitive constraints over the Relevant Parties. Additionally, most partner restaurants and end customers lacked the bargaining power to negotiate better terms with them. Barriers to entry and expansion: Significant barriers to entry and growth exist in the online food delivery market, including strong indirect network effects, economies of scale and substantial costs associated with brand-building and user acquisition. Competition concerns and commitments With these factors combined, the HKCC concluded that Restrictions imposed by Foodpanda or Deliveroo were likely to cause anti-competitive effects by further raising barriers to entry and expansion. The HKCC subsequently accepted commitments from the platforms to address these competition concerns. Table 1: Competition concerns from restrictions and corresponding commitments66 Restrictions Competition Concerns Commitments Exclusivity programme Making it challenging for partner restaurants to switch to other platforms, especially considering that a significant number of restaurants in the market are covered by exclusive programmes, giving Foodpanda and Deliveroo a high cumulative captive market share Remove restrictions/penalties for restaurants switching from exclusive to non-exclusive partnerships (Relevant Parties)77 Amend provisions to allow partner restaurants to partner with Low Market Share Platforms without losing commercial incentives (Relevant Parties) As of the date of the notice, only Foodpanda, Deliveroo and Keeta are classified as non-Low Market Share Platforms Price parity Wide price parity: likely foreclosing competing platforms, aligning with the HKCC’s approach in its 2020 online travel agents case88 Narrow price parity: unlike its 2020 online travel agents case, where the HKCC acknowledged potential pro-competitive effects, the HKCC here considers narrow price parity anti-competitive, as it effectively creates a de facto wide price parity effect Remove wide price parity clauses (Foodpanda only) Remove narrow price parity clauses (Relevant Parties)99 Tying provision By tying order-to-pick-up services with order-to-deliver services, Foodpanda can effectively prevent competitors offering order to pick up services from entering or competing in the market, given its high market share in online food delivery and the broad coverage of its exclusivity programme Remove the relevant provisions (Foodpanda only) and require explicit consent from restaurants to also use order-to-pick-up services   The commitments offered by Relevant Parties remain in effect for three years from the starting date, 29 December 2023. Notably, the HKCC has included a “lifting” condition: If either Foodpanda or Deliveroo see their market share drop below 30% in online food delivery, measured by order value, they can be released from these commitments.1010 Hong Kong’s online food delivery market: from a duopoly to a triopoly – now back to two? Nearly 15 months after HKCC’s Foodpanda/Deliveroo case, Deliveroo announced that it will remain operational in Hong Kong until 7 April 2025.1111 As part of this transition, certain assets and restaurant partners will be transferred to Foodpanda, marking a significant shift in Hong Kong’s online food delivery landscape.1212 Since entering the market in 2015, Deliveroo has maintained its position as one of the two major players alongside Foodpanda.1313 However, since Keeta’s entry into the market in May 2023, both Deliveroo and Foodpanda had been steadily losing market share to the new competitor. By Q1 2024, Deliveroo’s market share had declined further to 24% in terms of gross merchandise value (GMV). Chart 2: Hong Kong online food delivery market in Q1 2024 (by GMV) (Source: Measurable.ai)1414 What led to Deliveroo’s exit and what’s next? Beyond Deliveroo’s own operational adjustments,1515 its departure from Hong Kong may be a result of a combination of factors, including: The impact of commitments made to the HKCC, and The intense competition from Keeta. Since entering the market, Keeta has aggressively gained ground by offering enticing consumer incentives, including free delivery, ongoing discounts and generous coupon promotions.1616 With HKCC’s commitments removing exclusivity penalties, restaurants found it easier to switch to Keeta – triggering a snowball effect as users followed. With Deliveroo’s exit, Hong Kong’s market structure will shift once again from three major players – following Keeta’s entry and rapid expansion – back to two. Foodpanda: remains bound by its commitments to the HKCC while strengthening its position after absorbing much of Deliveroo’s assets and resources. Keeta: backed by Meituan’s deep pockets and resources, continues its aggressive growth. This highly concentrated market will keep the HKCC’s focus on potential competition risks. At the same time, Keeta’s rapid expansion could attract regulatory scrutiny. Meituan, Keeta’s parent company, is already under close watch by Mainland China’s State Administration for Market Regulation (SAMR). Keeta’s fast growing market presence in Hong Kong may soon attract similar scrutiny from the HKCC. Wrap-up On the one hand, HKCC’s investigation into Foodpanda and Deliveroo and the resulting commitments have revealed important regulatory insights for companies: Prominent companies need not be dominant to attract antitrust scrutiny. The HKCC is especially vigilant in closely monitoring potentially restrictive practices in concentrated markets with few players. During investigation, the influence of new and disruptive players may not have a significant impact on the competition authorities’ evaluation of the restrictive practices of established players. HKCC has its own approach to consider commitments, which does not necessarily align with the practices of SAMR. On the other hand, as a result of the dramatic changes in the online food delivery market in Hong Kong, the distinctive features of certain sectors, such as digital markets characterised by rapid evolution and market disruption by new entrants, cannot be overlooked when tackling competition issues.1717 From the companies’ perspective, important lessons emerge, including: Strategically leveraging disruptive innovation as a defence to mitigate regulatory remedies. Continuously monitor market changes to proactively adapt operational strategies and regulatory engagement approaches. Part 3 of this series will explore concrete lessons drawn from the enforcement actions and market development in Mainland China and Hong Kong’s food delivery platform sector, as well as insights from other jurisdictions.1818 Our objective is to offer some practical guidance for companies – particularly those operating in vertical supply / distribution chains or managing platforms – on how to navigate vertical restrictions with minimised risk of crossing legal lines. Before we dive in, let’s consider these crucial questions: Is there any safe line (e.g. market share threshold) for companies to implement restrictions in agreements with counterparts? Are exclusive arrangements always off-limits, or can they be used strategically without violating competition rules? Considering the Foodpanda/Deliveroo case, should platforms avoid all price and non-price parity terms? Besides HKCC rules, guidelines and cases in place, are there any other resources that companies can use to stay within competition regulation boundaries, while operating profitably and sustainably? How to effectively leverage defences (e.g. rapidly changing market features) to deal with competition authorities?

Part 1: Heightened antitrust scrutiny on food delivery platforms and evolving market landscape The digital economy is becoming a cornerstone of modern commerce, with platform businesses spanning sectors such as food delivery, e-commerce and ride-hailing playing pivotal roles in shaping consumer behaviour and market dynamics. Recent antitrust scrutiny of food delivery platforms in Mainland China and Hong Kong has now highlighted critical issues regarding anti-competitive restrictions. These cases offer valuable lessons for businesses operating in platform-based models, enabling them to proactively address antitrust risks and lay the groundwork for sustainable business success. This is a three-part series aiming to explore cases in Mainland China  in Part 1 and Hong Kong in Part 2 and providing key takeaways and recommendations to companies operating in vertical supply/distribution chains or platform businesses in Part 3. Renewed digital crackdown Market observers raised eyebrows on 21 February 2025 when Mainland China’s competition authority reignited its crackdown on the digital sector, with the State Administration for Market Regulation (SAMR) quietly extending Meituan’s rectification period for antitrust compliance – without specifying an end date.11 This development continues a regulatory journey that began in 2021, when the food delivery giant faced significant penalties for abusing its dominant market position.22 The origins of this case can be traced back to 2017, when Mainland China’s food delivery landscape underwent a major consolidation. Prior to this, three main competitors – Baidu Waimai, Ele.me (Ele) and Meituan – shared the market. When Ele acquired Baidu Waimai in August 2017, the merged Ele initially held approximately 50% market share, followed by Meituan with 43.1% market share.33   Chart 1: Mainland China online food delivery market in Q3 2017 (by transaction value) (Source: Analysys)44   However, by late 2018, Meituan had surpassed the combined Ele, capturing around 60% of the market and establishing what SAMR would later determine was a dominant position.55 Meituan’s conduct after achieving this market dominance ultimately led to the hefty fines and on-going regulatory monitoring. SAMR’s significant penalty of Meituan for market abuse In October 2021, SAMR slapped Meituan with a massive RMB 3.44 billion (c. US$478 million) fine for abusing its dominant position in Mainland China’s online food delivery market.66 The penalty targeted Meituan’s systematic strategy of restaurant exclusivity arrangements. Meituan secured these exclusive agreements through three main mechanisms:   Chart 2: Meituan’s three-pronged exclusivity strategy As a corrective measure, SAMR requested Meituan to cease these abusive practices. In addition, SAMR ordered Meituan to implement reforms to comply with the Anti-monopoly Law (AML), including the following:   Chart 3: Rectification measures ordered by SAMR The three-year rectification period was initially set to end in October 2024. However, as noted in the introduction to this section, SAMR has just extended this period without specifying a timeframe, because the company allegedly continued attempting to prevent restaurants from joining competing platforms during this period.77 Coinciding with this regulatory development, Mainland China’s trillion-yuan online food delivery market has now welcomed a significant new entrant that will potentially disrupt the competitive landscape. JD.com enters the arena disrupting status quo In February 2025, e-commerce titan JD.com (JD) launched an aggressive push into Mainland China’s online food delivery platform. JD unveiled its “Quality Canteen” programme on 11 February  with two attractive incentives: Zero commissions for merchants joining before 1 May 2025;88 Comprehensive benefits package for delivery riders, including full social security and housing funds for full-timers, and insurance for part-timers.99   Figure 1: JD’s mobile interface for its online food delivery service (Source: JD mobile app)   For years, Mainland China’s online food delivery market has been dominated by Meituan, holding over 60% of market share since 2018, with Ele ranking second with around 30%.1010 Together, they control more than 90% of the market. In this concentrated market, JD’s strategic move  provoked immediate responses from Meituan and Ele, both scrambling to announce enhanced rider benefits within days of JD’s announcement.1111 The swift reaction demonstrates the disruptive potential of JD’s market entry. Key takeaway With JD’s entry into Mainland China’s online food delivery market and SAMR’s sustained scrutiny of competitive behaviours, the sector may see a shift towards more competition and healthier growth. At the same time, food delivery platforms must maintain strict antitrust compliance in this rigorous regulatory landscape. With all the changes in the competitive landscape of the food delivery platforms in Mainland China, the recent online food delivery platform case in Hong Kong offers valuable lessons in navigating vertical agreements under rigorous competition oversight. In Part 2, we will explore the Hong Kong antitrust saga involving Foodpanda and Deliveroo. Before diving in, here are some key questions to consider: Unlike Meituan’s dominance in Mainland China, why were Foodpanda and Deliveroo, which were not dominant players, still subject to competition scrutiny? What specific conduct of Foodpanda and Deliveroo triggered the Hong Kong Competition Commission (HKCC)’s investigation? How did the HKCC consider potent player Meituan (i.e. Keeta) entering the Hong Kong market and how did it influence its evaluation of the Foodpanda/Deliveroo case? How do remedies accepted by the HKCC in the Foodpanda/Deliveroo case compare to those imposed by SAMR on Meituan, indicating potentially different approaches of the two authorities?

Our Banking & Finance partners Francis Chen, Dion Yu and Angie Chan, Corporate & Securities partner Chester Wong and Litigation & Dispute Resolution partner Raymond Chan contributed to the Hong Kong chapter in the third edition of Lexology’s In-Depth: Sustainable Finance Law. The chapter discusses the new developments in Hong Kong’s governance regime in sustainable finance, and summarises the latest initiatives by the Hong Kong government and major regulators to promote sustainable finance and enhance governance. The chapter highlights key updates in the ESG reporting framework, which includes a combination of mandatory and ‘comply-or-explain’ disclosure requirements for Hong Kong’s listed companies and financial institutions. It also provides an overview and discusses the expansion of Hong Kong Taxonomy on Sustainable Finance as well as the opportunities and challenges for Hong Kong to transform into an international green finance centre. The chapter also includes the recent developments in sustainable finance incentives, carbon markets and carbon trading, green technology and legal landscapes in Hong Kong. This report was originally published in Lexology’s In-Depth Sustainable Finance Law: Hong Kong and is reproduced with permission.