(A) Introduction
The online food delivery market in
Hong Kong underwent a significant shift following Deliveroo’s exit on 7 April
2025. [1]
On 12 November 2025, the
Competition Commission (the “Commission”) took a decisive step to
foster fair competition by reaching a resolution with Kangaroo Limited (trading
as “Keeta”). [2] This marks the latest chapter in a regulatory campaign that began
in 2023 against the then-dominant industry leaders, namely Foodpanda and
Deliveroo.
Indeed, the Commission has had
Keeta in its sights for some time. During its 2023 investigation, the
Commission had already taken note of Keeta’s presence, characterizing it as “an
emerging competitor but has only entered the market relatively recently”. [3] Notably,
as stated in paragraph 101 of the Commission's Notice of Acceptance dated 29
December 2023, the Commission had already determined that Keeta was not a “Low
Market Share Platform” as its market share exceeded 10% of the Order to
Deliver Services market at that time. [4]
This article examines the
Commission's two key resolutions: the first with Foodpanda and Deliveroo on 29
December 2023, and the second with Keeta on 12 November 2025. It highlights
their similarities and differences, as well as the implications for the
evolving enforcement dynamics in Hong Kong's competition landscape.
(B) Section 60 Commitments
Definition
A Section 60 Commitment (the “Commitment”)
is a voluntarily-assumed, legally binding obligation offered by a person to
take or refrain from a particular action/actions to the Commission.
Under Section 60(1) of the Competition
Ordinance (Cap. 619) (the “Ordinance”), the Commission may accept a Commitment
to take any action, or refrain from taking any action to resolve the Commission’s
concerns about a possible contravention of a competition rule. [5]
Key Features
The
main purpose of the Commitment is to provide an efficient resolution to
competition concerns without the need for a full investigation or litigation.
Its key features include:
(1) Resolution
of Proceedings:
Upon acceptance of a Commitment by the Commission, the Commission is required
to cease any investigation or proceedings before the Competition Tribunal
(the “Tribunal”) which relate to matters, addressed by the Commitment (or must not
commence such investigation or proceedings if they have not yet begun)(Section
60(4)). [6]
(2) Voluntary
and Binding Nature: While
offered voluntarily, once accepted, the Commitment becomes a legally
enforceable obligation.
(3) Targeted
Scope: The
Commission retains the right to investigate or bring proceedings against
persons not subject to the Commitment or concerning matters not covered by it
(Section 60(5)), unless it has agreed otherwise under Section 60(3). [7]
Failure to Comply
Failure
to comply with an accepted Commitment carries serious consequences. If the
Commission has a requisite basis to believe a person has failed to comply, it
may:
(1) Withdraw
its acceptance of the Commitment under Section 61 of the Ordinance; [8] and/or
(2) Apply
to the Tribunal for orders, which may include directives to comply, financial
penalties, or compensation awards (Section 63). [9]
Further,
the Commission may also withdraw its acceptance if there has been a material
change of circumstances, or if the original decision was based on incomplete,
false, or misleading information (Section 61). [10]
If
acceptance of a Commitment is withdrawn, the Commission may then commence an
investigation or bring proceedings in the Tribunal with respect to alleged
contraventions that have occurred after the date specified in the notice of
withdrawal issued by the Commission (Section 61(3)(b)). [11]
(C) Similarities
Same Target:
Anti-Competitive Clauses
The
Commission’s major focus in all three cases has been on restrictive clauses
in the agreements between the platforms and their partnering restaurants. The
Commission viewed that these provisions soften competition and harm consumers,
and fall into three key categories:
(1) Exclusivity
Incentives: Offering
lower commission rates to restaurants that work exclusively with one
platform.
(2) Switching Restrictions: Making it
difficult or costly for restaurants to end an exclusive arrangement to
partner with other platforms.
(3) Price Parity Clauses: Preventing
restaurants from offering lower menu prices on their own direct channels
or on competing platforms.
In its 2023 investigation,
the Commission found that Foodpanda and Deliveroo, each had “a certain degree
of market power in the online food delivery market”, and had agreements with
their partnering restaurants containing such provisions. The Commission was of
the view that these arrangements could hinder the entry and expansion by new or
smaller platforms and/or soften competition in the market. Hence, such
arrangements would deprive restaurants and ultimately consumers of the benefits
of effective competition. [12]
The recent case against
Keeta reveals an identical set of concerns. The Commission found that Keeta
engaged in similar practices with its partnering restaurants, which might also hinder
competition and market entry. [13]
Same Resolution: Section
60 Commitments
Both cases involve the Commission’s
use of Section 60 of the Ordinance as the primary enforcement tool. This
provision allows the Commission to accept a commitment from a party to take, or
refrain from, specific actions to address concerns about a potential
contravention of a competition rule. By choosing this
approach rather than commencing lengthy and costly litigation, the Commission
secured legally binding obligations from the platforms to amend their
anti-competitive agreements.
For Foodpanda and
Deliveroo, the Commission accepted direct Section 60 commitments on 29 December
2023, which mandated amendments to their respective agreements. [14]
For
Keeta, the resolution is a two-step process designed to culminate in a formal
Section 60 commitments. Keeta will first voluntarily amend the relevant terms
in its agreements with partnering restaurants and will in parallel offer a
commitment to the Commission under Section 60 of the Ordinance. The voluntary
amendments will finally become an enforceable obligation. [15]
(D) Difference
The main difference between
the two cases is the enforcement method adopted by the Commission.
The resolution with
Foodpanda and Deliveroo followed a conventional, single-step process. After a
public consultation, the Commission accepted direct, legally binding
commitments from both platforms under Section 60 of the Ordinance. The
platforms were given 90 days to amend their agreements and inform partnering restaurants.
These commitments, which remain in force for three years, are specifically
enforceable by the Commission and include reporting mechanisms to ensure
compliance. [16]
In contrast, the
resolution with Keeta introduces a novel, two-step hybrid approach: [17]
(1) Step 1: Keeta will immediately
make voluntary amendments to its restaurant agreements, which bring
swift benefits to both restaurants and customers.
(2) Step 2: In parallel,
Keeta will offer a commitment to the Commission under Section 60 of the
Ordinance, mirroring the voluntary changes. This second step ensures the
amendments become legally binding and specifically enforceable by the
Commission under the Ordinance.
The above difference indicates
the Commission’s growing influence. The two-step model was facilitated by Keeta’s
“fully cooperative” and “good faith” approach. Ultimately, this method allows
for immediate remedial action while the formal procedures for a Section 60
commitment run their course, reflecting a more dynamic and pragmatic
enforcement tactic.
(E)
Key
Takeaways
In conclusion, the
Commission’s resolution with Keeta underscores its active pursuit of
enforcement priorities in sectors critical to public livelihood. As the online
food delivery market is integral to daily life in Hong Kong, the Commission continues
to show its commitment to safeguarding a level playing field in this sector.
This case provides a
clear example of the practical application and strategic value of Section 60
commitments. It also signals a maturing of Hong Kong's competition law
landscape. The Commission’s adoption of a collaborative two-step process with
Keeta shows a pragmatic approach, securing immediate market benefits while
establishing a robust legal foundation for sustained compliance.
[1] https://www.scmp.com/news/hong-kong/hong-kong-economy/article/3301991/its-last-orders-deliveroo-hong-kong-what-about-rest-industry
[2] https://www.compcomm.hk/en/media/press/files/Keeta_PR_EN.pdf
[3] https://www.compcomm.hk/en/enforcement/registers/commitments/files/OFP_Notice_of_Acceptance_ENG.pdf
[4] Ibid
[5] https://www.elegislation.gov.hk/hk/cap619?xpid=ID_1438403535516_004
[6] Ibid
[7] Ibid
[8] Ibid
[9] Ibid
[10] Ibid
[11] Ibid
[12] https://www.compcomm.hk/en/media/press/files/OFP_Commitments_PR_EN.pdf
[13] https://www.compcomm.hk/en/media/press/files/Keeta_PR_EN.pdf
[14] https://www.compcomm.hk/en/media/press/files/OFP_Commitments_PR_EN.pdf
[15] https://www.compcomm.hk/en/media/press/files/Keeta_PR_EN.pdf[16] https://www.compcomm.hk/en/media/press/files/OFP_Commitments_PR_EN.pdf
[17] https://www.compcomm.hk/en/media/press/files/Keeta_PR_EN.pdf
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