Tencent Holdings has secured conditional approval to acquire online audio platform Ximalaya after a nearly year-long review by China’s antitrust watchdog, a move set to expand the Shenzhen-based tech giant’s footprint in China’s digital content ecosystem.

The State Administration for Market Regulation (SAMR) cleared the deal on Tuesday, but imposed five conditions covering pricing and exclusivity to “effectively mitigate the potential negative impacts” of the acquisition, according to an announcement by the regulator.

The SAMR mandated that Tencent and Ximalaya must not raise service fees for the online audio platform and must maintain the current portion of free content. They are also prohibited from entering into exclusive copyright deals or bundling audio and music services for carmakers. Additionally, the parties are barred from restricting creators from joining rival platforms.

Tencent announced its plan to acquire Ximalaya, which runs China’s most popular long-form audiobook and podcast platform, last June through its subsidiary Tencent Music Entertainment Group. Tencent Music offered US$2.4 billion in cash and stock to transition Ximalaya into its wholly-owned subsidiary.

The regulatory greenlight will add long-form audio content to Tencent’s vast music ecosystem, strengthening its position amid intensifying competition to encourage users to pay for digital content in China.

Tencent Music currently holds the highest revenue share in the country’s paid digital music market, and its takeover of Ximalaya - which controlled over 45 per cent of the domestic audio app market in 2025, according to iiMedia Research data- is opening up a new revenue stream. Over 70 per cent of China’s audio app users had paid for content, iiMedia Research data showed.