6-K
Tencent Music Entertainment Group (TME)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2022
Commission file number: 001-38751
Tencent MusicEntertainment Group
(Exact Name of Registrant as Specified in Its Charter)
Unit 3, Building D, Kexing Science Park
Kejizhongsan Avenue, Hi-Tech Park, Nanshan District
Shenzhen, 518057, the People’s Republic of China
Tel: +86-755-8601 3388
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Announcement on The Stock Exchange of Hong Kong Limited Regarding Recent Trading Information, dated September 16, 2022 |
| 99.2 | Announcement on The Stock Exchange of Hong Kong Limited Regarding Previous Trading Day Trading Information, dated September 19, 2022 |
| 99.3 | Announcement on The Stock Exchange of Hong Kong Limited Regarding Previous Trading Day Trading Information, dated September 20, 2022 |
| 99.4 | Announcement on The Stock Exchange of Hong Kong Limited Regarding Previous Trading Day Trading Information, dated September 21, 2022 |
| 99.5 | Tencent Music Entertainment Group Successfully Listed on Hong Kong Stock Exchange |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Tencent Music Entertainment Group | ||
|---|---|---|
| Date: September 21, 2022 | By: | /s/ Min Hu |
| Name: Min Hu | ||
| Title: Chief Financial Officer |
EX-99.1
Exhibit 99.1
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and HongKong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from orin reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes only and does notconstitute an invitation or offer to acquire, purchase or subscribe for shares or other securities of Tencent Music Entertainment Group (the “Company”). Prospective investors should read the listing document datedSeptember 15, 2022 (the “Listing Document”) issued by the Company for detailed information about the Company.
The Company is controlled through weighted voting rights. Prospective investors should be aware of the potential risks of investing in a company with a WVRstructure. For further information about the risks associated with our WVR structure, see the section headed “Risk Factors — Risks Related to Our Corporate Structure” of the Listing Document. Prospective investors should make thedecision to invest in the Company only after due and careful consideration.
Unless otherwise defined in this announcement, capitalized terms inthis announcement shall have the same meanings as those defined in the Listing Document.
Tencent Music Entertainment Group
騰訊音樂娛樂集團
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 1698)
(NYSEStock Ticker: TME)
LISTING BY WAY OF INTRODUCTION
ON THE MAIN BOARD OF
THESTOCK EXCHANGE OF HONG KONG LIMITED
Recent trading information in respect of the ADSs on the NYSE
and
DesignatedDealer’s and Alternate Designated Dealer’s
respective designated dealer identity number
Joint Sponsors
Joint Financial Advisors
1
The Company issues this announcement to provide details of the recent trading information in respect of the ADSs on the NYSE and the Designated Dealer’s and the Alternate Designated Dealer’s respective designated dealer identity number.
Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), and the formal notice dated September 15, 2022 (the “Formal Notice”) issued by the Company before deciding to invest in the Class A ordinary shares or the ADSs.
INTRODUCTION
We refer to the Listing Document and the Formal Notice dated September 15, 2022 issued by the Company.
As at the date of this announcement, there are 3,390,154,264 ordinary shares of the Company issued and outstanding, comprising 1,675,015,086^(1)^ Class A ordinary shares and 1,715,139,178 Class B ordinary shares.
RECENT TRADING INFORMATION IN RESPECT OF THE ADSS ON THE NYSE
As disclosed in the section headed “Market Arrangements to Facilitate Dealings in Hong Kong — Investor Education — Arrangements involving our Company and the Joint Sponsors” in the Listing Document, the Company and the Joint Sponsors will cooperate to inform the investor community in Hong Kong of, among other things, the recent trading information about the Company.
The following table sets out certain trading information in respect of the ADSs (each representing two Class A ordinary shares) on the NYSE, including the daily high, low, closing price and trading volume, for the trading days in NYSE from September 8, 2022 (i.e. the trading day of the NYSE immediately following the Latest Practicable Date) to September 15, 2022, being the trading day of the NYSE immediately before the date of this announcement:
| Date | ADS Price | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Day high | Day low | Closing Price | TradingVolume | As %<br>of total<br>Class A<br>ordinary<br>shares | |||||||
| Equivalent to HK pershare | Equivalent <br>to HK per<br>share | Equivalent <br>to HK per<br>share | (in<br>millions)<br>(ADSs) | ||||||||
| September 8, 2022 | 9.50 | 1.13 | % | ||||||||
| September 9, 2022 | 9.40 | 1.12 | % | ||||||||
| September 12, 2022 | 6.85 | 0.82 | % | ||||||||
| September 13, 2022 | 10.78 | 1.29 | % | ||||||||
| September 14, 2022 | 5.54 | 0.66 | % | ||||||||
| September 15, 2022 | 4.82 | 0.56 | % |
All values are in US Dollars.
Note:
| (1) | Excluding 42.0 million Class A ordinary shares issued to a wholly-owned subsidiary of the Company for<br>future granting of awards under our Share Incentive Plans and/or such other purposes as our Company may determine in its absolute discretion, and assuming no other additional Shares are issued under the Share Incentive Plans between the date of this<br>announcement and the Listing. Taking into account of the 42.0 million Class A ordinary shares issued to the wholly-owned subsidiary mentioned above, the total number of Class A ordinary shares of the Company is 1,717,015,086<br>immediately following the completion of the Introduction. |
|---|
2
The above trading information is provided further to the disclosure in the section headed “Market Arrangements to Facilitate Dealings in Hong Kong” in the Listing Document and is for reference purpose only. The trading price of the Class A ordinary shares on the Hong Kong Stock Exchange following the Listing may not be the same as, and may differ from, the trading price of the ADSs on the NYSE. Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), and the Formal Notice issued by the Company before deciding to invest in the Class A ordinary shares or the ADSs.
DESIGNATED DEALER’S AND ALTERNATE DESIGNATED DEALER’SDESIGNATED DEALER IDENTITY NUMBERS
As disclosed in the section headed “Market Arrangements to Facilitate Dealings in Hong Kong — Bridging and Liquidity Arrangements” in the Listing Document, upon the Listing and during the Bridging Period (being a period of 30 calendar days commencing on the Listing Date), the Designated Dealer, J.P. Morgan Broking (Hong Kong) Limited and/or its affiliates will seek to undertake, or, under the circumstance that the trades cannot be undertaken by the Designated Dealer as a result of technical failures, request the Alternate Designated Dealer, Goldman Sachs (Asia) Securities Limited, to undertake certain trading activities in circumstances as described in that section. The Alternate Designated Dealer will only undertake trading activities at the request of the Designated Dealer. Such arbitrage activities are expected to contribute to the liquidity of trading in the Class A ordinary shares in the Hong Kong market upon the Listing as well as to reduce potential material divergence between the prices of our Shares quoted on the Hong Kong Stock Exchange and our ADSs quoted on the NYSE.
Same as previously disclosed in the Formal Notice, the Designated Dealer and the Alternate Designated Dealer have each set up a designated dealer identity number, being 7682 and 7684, respectively, solely for the purposes of carrying out arbitrage trades, covered short-selling and other trades under this exercise in Hong Kong, in order to ensure identification and thereby enhance transparency of such trades in the Hong Kong market. Any change in such designated dealer identity number will be disclosed as soon as practicable by way of announcement on the websites of our Company and the Hong Kong Stock Exchange as well as our Company’s filings with the SEC published on the SEC’s website.
FURTHER ANNOUNCEMENTS
Dealings in the Class A ordinary shares on the Hong Kong Stock Exchange are expected to commence on Wednesday, September 21, 2022. As stated in the section headed “Expected Timetable” in the Listing Document, the Company will release further daily announcements on the websites of the Hong Kong Stock Exchange and the Company on Monday, September 19, 2022, Tuesday, September 20, 2022 and not later than 8:30 a.m., Hong Kong time, on Wednesday, September 21, 2022 to disclose, among other things, the then previous trading day closing price of the ADSs representing our Class A ordinary shares on the NYSE.
3
The Company will, as soon as practicable and in any event no later than one business day before the Listing Date (Hong Kong time), release an announcement on the websites of the Hong Kong Stock Exchange and the Company to inform the investing public of (a) the number of Class A ordinary shares to be transferred to Hong Kong prior to the Listing; and (b) the total number of Class A ordinary shares which will be registered on the Hong Kong share register.
| By Order of the Board |
|---|
| Tencent Music Entertainment Group<br><br><br>Cussion Kar Shun Pang |
| Executive Chairman |
Hong Kong, September 16, 2022
As at the date of this announcement, the board of directors of the Company comprises Mr. Cussion Kar Shun Pang, Mr. Zhu Liang and Mr. ZhenyuXie as the executive directors, Mr. James Gordon Mitchell, Mr. Brent Richard Irvin and Mr. Matthew Yun Ming Cheng as the non-executive directors, and Ms. Edith Manling Ngan, Mr. AdrianYau Kee Mak and Ms. Jeanette Kim Yum Chan as the independent non-executive directors.
For the purposeof illustration only, USD is translated into HK$ at the rate of USD1.00 = HK$7.8498. No representation is made that any amount in USD or RMB has been or could be converted at the above rate or at any rates or at all.
4
EX-99.2
Exhibit 99.2
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and HongKong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from orin reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes only and does notconstitute an invitation or offer to acquire, purchase or subscribe for shares or other securities of Tencent Music Entertainment Group (the “Company”). Prospective investors should read the listing document datedSeptember 15, 2022 (the “Listing Document”) issued by the Company for detailed information about the Company.
The Company is controlled through weighted voting rights. Prospective investors should be aware of the potential risks of investing in a company with a WVRstructure. For further information about the risks associated with our WVR structure, see the section headed “Risk Factors — Risks Related to Our Corporate Structure” of the Listing Document. Prospective investors should make thedecision to invest in the Company only after due and careful consideration.
Unless otherwise defined in this announcement, capitalized terms inthis announcement shall have the same meanings as those defined in the Listing Document.
Tencent Music Entertainment Group
騰訊音樂娛樂集團
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 1698)
(NYSEStock Ticker: TME)
LISTING BY WAY OF INTRODUCTION
ON THE MAIN BOARD OF
THESTOCK EXCHANGE OF HONG KONG LIMITED
Previous trading day trading information in respect of the ADSs on the NYSE
Joint Sponsors
Joint Financial Advisors
The Company issues this announcement to provide details of the previous trading day trading information in respect of the ADSs on the NYSE.
Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the formal notice dated September 15, 2022 (the “Formal Notice”), and the announcement regarding recent trading information in respect of the ADSs on the NYSE and the Designated Dealer’s and the Alternate Designated Dealer’s respective designated dealer identity number dated September 16, 2022 (the “September 16 Announcement”) issued by the Company before deciding to invest in the Class A ordinary shares or the ADSs.
INTRODUCTION
We refer to the Listing Document, the Formal Notice and the September 16 Announcement issued by the Company.
As at the date of this announcement, there are 3,390,154,264 ordinary shares of the Company issued and outstanding, comprising 1,675,015,086^(1)^ Class A ordinary shares and 1,715,139,178 Class B ordinary shares.
PREVIOUS TRADING DAYTRADING INFORMATION IN RESPECT OF THE ADSS ON THE NYSE
The following table sets out certain trading information in respect of the ADSs (each representing two Class A ordinary shares) on the NYSE, including the daily high, low, closing price and trading volume, for September 16, 2022, being the trading day of the NYSE immediately before the date of this announcement:
| Date | ADS Price | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Day high | Day low | Closing Price | TradingVolume | As %<br>of total<br>Class A<br>ordinary<br>shares | |||||||
| Equivalent to HK pershare | Equivalent <br>to HK pershare | Equivalent <br>to HK pershare | (in<br>millions)<br>(ADSs) | ||||||||
| September 16, 2022 | 9.73 | 1.13 | % |
All values are in US Dollars.
Note:
| (1) | Excluding 42.0 million Class A ordinary shares issued to a wholly-owned subsidiary of the Company for<br>future granting of awards under our Share Incentive Plans and/or such other purposes as our Company may determine in its absolute discretion, and assuming no other additional Shares are issued under the Share Incentive Plans between the date of this<br>announcement and the Listing. Taking into account of the 42.0 million Class A ordinary shares issued to the wholly-owned subsidiary mentioned above, the total number of Class A ordinary shares of the Company is 1,717,015,086<br>immediately following the completion of the Introduction. |
|---|
The above trading information is provided further to the disclosure in the section headed “Market Arrangements to Facilitate Dealings in Hong Kong” in the Listing Document and is for reference purpose only. The trading price of the Class A ordinary shares on the Hong Kong Stock Exchange following the Listing may not be the same as, and may differ from, the trading price of the ADSs on the NYSE. Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the Formal Notice and the September 16 Announcement issued by the Company before deciding to invest in the Class A ordinary shares or the ADSs.
FURTHER ANNOUNCEMENTS
Dealings in the Class A ordinary shares on the Hong Kong Stock Exchange are expected to commence on Wednesday, September 21, 2022. As stated in the section headed “Expected Timetable” in the Listing Document, the Company will release further daily announcements on the websites of the Hong Kong Stock Exchange and the Company on Tuesday, September 20, 2022 and not later than 8:30 a.m., Hong Kong time, on Wednesday, September 21, 2022 to disclose, among other things, the then previous trading day closing price of the ADSs representing our Class A ordinary shares on the NYSE.
The Company will, as soon as practicable and in any event no later than one business day before the Listing Date (Hong Kong time), release an announcement on the websites of the Hong Kong Stock Exchange and the Company to inform the investing public of (a) the number of Class A ordinary shares to be transferred to Hong Kong prior to the Listing; and (b) the total number of Class A ordinary shares which will be registered on the Hong Kong share register.
| By Order of the Board<br><br><br>Tencent Music Entertainment Group<br><br><br>Cussion Kar Shun Pang<br><br><br>Executive Chairman |
|---|
Hong Kong, September 19, 2022
As at the date of this announcement, the board of directors of the Company comprises Mr. Cussion Kar Shun Pang, Mr. Zhu Liang and Mr. ZhenyuXie as the executive directors, Mr. James Gordon Mitchell, Mr. Brent Richard Irvin and Mr. Matthew Yun Ming Cheng as the non-executive directors, and Ms. Edith Manling Ngan, Mr. AdrianYau Kee Mak and Ms. Jeanette Kim Yum Chan as the independent non-executive directors.
For the purposeof illustration only, USD is translated into HK$ at the rate of USD1.00 = HK$7.8498. No representation is made that any amount in USD or RMB has been or could be converted at the above rate or at any rates or at all.
EX-99.3
Exhibit 99.3
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and HongKong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from orin reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes only and does notconstitute an invitation or offer to acquire, purchase or subscribe for shares or other securities of Tencent Music Entertainment Group (the “Company”). Prospective investors should read the listing document datedSeptember 15, 2022 (the “Listing Document”) issued by the Company for detailed information about the Company.
The Company is controlled through weighted voting rights. Prospective investors should be aware of the potential risks of investing in a company with a WVRstructure. For further information about the risks associated with our WVR structure, see the section headed “Risk Factors — Risks Related to Our Corporate Structure” of the Listing Document. Prospective investors should make thedecision to invest in the Company only after due and careful consideration.
Unless otherwise defined in this announcement, capitalized terms inthis announcement shall have the same meanings as those defined in the Listing Document.
Tencent Music Entertainment Group
騰訊音樂娛樂集團
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 1698)
(NYSEStock Ticker: TME)
LISTING BY WAY OF INTRODUCTION
ON THE MAIN BOARD OF
THESTOCK EXCHANGE OF HONG KONG LIMITED
Previous trading day trading information in respect of the ADSs on the NYSE,
inventory to be held by Designated Dealer and number of Class A ordinary shares
to be transferred to Hong Kong prior to the Listing
Joint Sponsors
Joint Financial Advisors
1
The Company issues this announcement to provide details of the previous trading day trading information in respect of the ADSs on the NYSE.
Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the formal notice dated September 15, 2022 (the “Formal Notice”), the announcement regarding recent trading information in respect of the ADSs on the NYSE and the Designated Dealer’s and the Alternate Designated Dealer’s respective designated dealer identity number dated September 16, 2022 (the “September 16 Announcement”) and the announcement regarding previous trading day trading information in respect of the ADSs on the NYSE dated September 19, 2022 (the “September 19 Announcement”) issued by the Company before deciding to invest in the Class A ordinary shares or the ADSs.
INTRODUCTION
We refer to the Listing Document, the Formal Notice, the September 16 Announcement and the September 19 Announcement issued by the Company.
As at the date of this announcement, there are 3,390,154,264 ordinary shares of the Company issued and outstanding, comprising 1,675,015,086^(1)^ Class A ordinary shares and 1,715,139,178 Class B ordinary shares.
PREVIOUS TRADING DAYTRADING INFORMATION IN RESPECT OF THE ADSS ON THE NYSE
The following table sets out certain trading information in respect of the ADSs (each representing two Class A ordinary shares) on the NYSE, including the daily high, low, closing price and trading volume, for September 19, 2022, being the trading day of the NYSE immediately before the date of this announcement:
| Date | ADS Price | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Day high | Day low | Closing Price | TradingVolume | As %<br>of total<br>Class A<br>ordinary<br>shares | |||||||
| Equivalent to HK pershare | Equivalent <br>to HK per<br>share | Equivalent <br>to HK per<br>share | (in<br>millions)<br>(ADSs) | ||||||||
| September 19, 2022 | 8.53 | 0.99 | % |
All values are in US Dollars.
2
Note:
| (1) | Excluding 42.0 million Class A ordinary shares issued to a wholly-owned subsidiary of the Company for<br>future granting of awards under our Share Incentive Plans and/or such other purposes as our Company may determine in its absolute discretion, and assuming no other additional Shares are issued under the Share Incentive Plans between the date of this<br>announcement and the Listing. Taking into account of the 42.0 million Class A ordinary shares issued to the wholly-owned subsidiary mentioned above, the total number of Class A ordinary shares of the Company is 1,717,015,086<br>immediately following the completion of the Introduction. |
|---|
The above trading information is provided further to the disclosure in the section headed “Market Arrangements to Facilitate Dealings in Hong Kong” in the Listing Document and is for reference purpose only. The trading price of the Class A ordinary shares on the Hong Kong Stock Exchange following the Listing may not be the same as, and may differ from, the trading price of the ADSs on the NYSE. Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the Formal Notice, the September 16 Announcement and the September 19 Announcement issued by the Company before deciding to invest in the Class A ordinary shares or the ADSs.
As stated in the section headed “Expected Timetable” in the Listing Document, the Company will release further announcement on the websites of the Hong Kong Stock Exchange and the Company not later than 8:30 a.m., Hong Kong time, on Wednesday, September 21, 2022 to disclose, among other things, the then previous trading day closing price of the ADSs representing our Class A ordinary shares on the NYSE.
INVENTORY TO BE HELD BY DESIGNATED DEALER
The Designated Dealer, J.P. Morgan Broking (Hong Kong) Limited, has built a sufficient inventory of securities in Hong Kong to enable it to carry out trading activities during the Bridging Period (i.e. from 9:00 a.m., Hong Kong time, on September 21, 2022 to 4:10 p.m., Hong Kong time, on October 20, 2022). As of the date of this announcement, the inventory of securities borrowed and to be held by the Designated Dealer and its affiliates amounts to a total of 42,000,000 Class A ordinary shares, representing approximately 2.5% of the Company’s total issued and outstanding Class A ordinary shares as at the Latest Practicable Date and 2.4% of the Company’s total issued and outstanding Class A ordinary shares immediately upon Listing (assuming (i) no additional Class A ordinary shares are issued under the Share Incentive Plans, and (ii) no Class B ordinary shares are converted into Class A ordinary shares). See the section headed “Market Arrangements to Facilitate Dealings in Hong Kong — Bridging and Liquidity Arrangements” in the Listing Document for further details of the bridging and liquidity arrangements.
3
INFORMATION ON SHARES TO BE TRANSFERRED TO HONG KONG PRIOR TO THE LISTING
The 1,367,701,994 Class A ordinary shares held by the Bank of New York Mellon, the depositary of the Company (the “Depositary”), will be transferred from the principal share register in the Cayman Islands to the Hong Kong share register before 9:00 a.m. on the Listing Date (Hong Kong time). Holders of ADSs should give instruction to the Depositary if they wish to cancel their ADSs (and the applicable ADR(s) if the ADSs are held in certificated form) and receive Class A ordinary shares tradable on the Hong Kong Stock Exchange. See the section headed “Information about this Document and the Introduction — Conversion between Class A ordinary shares trading in Hong Kong and ADSs” in the Listing Document for further details.
As at September 19, 2022, being the latest practicable time for the purpose of ascertaining the relevant information before the issue of this announcement, the Company has given instructions to the effect that (i) 1,367,701,994 Class A ordinary shares (representing approximately 79.66% of the total number of issued Class A ordinary shares upon Listing) held by the Depositary will be transferred from the principal share register in the Cayman Islands to the Hong Kong share register, and (ii) a total of 1,409,701,994 Class A ordinary shares (representing approximately 82.10% of the total number of issued Class A ordinary shares upon Listing, and including the Class A ordinary shares represented by the ADSs to be transferred) will be registered on the Hong Kong share register, before 9:00 a.m. on the Listing Date (Hong Kong time).
Dealings in the Class A ordinary shares on the Hong Kong Stock Exchange are expected to commence on Wednesday, September 21, 2022.
| By Order of the Board |
|---|
| Tencent Music Entertainment Group<br><br><br>Cussion Kar Shun Pang |
| Executive Chairman |
Hong Kong, September 20, 2022
As at the date of this announcement, the board of directors of the Company comprises Mr. Cussion Kar Shun Pang, Mr. Zhu Liang and Mr. ZhenyuXie as the executive directors, Mr. James Gordon Mitchell, Mr. Brent Richard Irvin and Mr. Matthew Yun Ming Cheng as the non-executive directors, and Ms. Edith Manling Ngan, Mr. AdrianYau Kee Mak and Ms. Jeanette Kim Yum Chan as the independent non-executive directors.
For the purposeof illustration only, USD is translated into HK$ at the rate of USD1.00 = HK$7.8498. No representation is made that any amount in USD or RMB has been or could be converted at the above rate or at any rates or at all.
4
EX-99.4
Exhibit 99.4
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and HongKong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from orin reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes only and does notconstitute an invitation or offer to acquire, purchase or subscribe for shares or other securities of Tencent Music Entertainment Group (the “Company”). Prospective investors should read the listing document datedSeptember 15, 2022 (the “Listing Document”) issued by the Company for detailed information about the Company.
The Company is controlled through weighted voting rights. Prospective investors should be aware of the potential risks of investing in a company with a WVRstructure. For further information about the risks associated with our WVR structure, see the section headed “Risk Factors — Risks Related to Our Corporate Structure” of the Listing Document. Prospective investors should make thedecision to invest in the Company only after due and careful consideration.
Unless otherwise defined in this announcement, capitalized terms inthis announcement shall have the same meanings as those defined in the Listing Document.
Tencent Music Entertainment Group
騰訊音樂娛樂集團
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 1698)
(NYSEStock Ticker: TME)
LISTING BY WAY OF INTRODUCTION
ON THE MAIN BOARD OF
THESTOCK EXCHANGE OF HONG KONG LIMITED
Previous trading day trading information in respect of the ADSs on the NYSE
Joint Sponsors
Joint Financial Advisors
1
The Company issues this announcement to provide details of the previous trading day trading information in respect of the ADSs on the NYSE.
Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the formal notice dated September 15, 2022 (the “Formal Notice”), the announcement regarding recent trading information in respect of the ADSs on the NYSE and the Designated Dealer’s and the Alternate Designated Dealer’s respective designated dealer identity number dated September 16, 2022 (the “September 16 Announcement”), the announcement regarding previous trading day trading information in respect of the ADSs on the NYSE dated September 19, 2022 (the “September 19 Announcement”), and the announcement regarding previous trading day trading information in respect of the ADSs on the NYSE, inventory to be held by Designated Dealer and number of Class A ordinary shares to be transferred to Hong Kong prior to Listing dated September 20, 2022 (the “September 20 Announcement”) issued by the Company before deciding to invest in the Class A ordinary shares or the ADSs.
INTRODUCTION
We refer to the Listing Document, the Formal Notice, the September 16 Announcement, the September 19 Announcement and the September 20 Announcement issued by the Company.
As at the date of this announcement, there are 3,390,154,264 ordinary shares of the Company issued and outstanding, comprising 1,675,015,086^(1)^ Class A ordinary shares and 1,715,139,178 Class B ordinary shares.
PREVIOUS TRADING DAY TRADING INFORMATION IN RESPECT OF THE ADSS ON THE NYSE
The following table sets out certain trading information in respect of the ADSs (each representing two Class A ordinary shares) on the NYSE, including the daily high, low, closing price and trading volume, for September 20, 2022, being the trading day of the NYSE immediately before the date of this announcement:
| Date | ADS Price | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Day high | Day low | Closing Price | TradingVolume | As %<br>of total<br>Class A<br>ordinary<br>shares | ||||||
| Equivalent to HK pershare | Equivalent <br>to HK per<br>share | Equivalent <br>to HK per<br>share | (in<br>millions)<br>(ADSs) | |||||||
| September 20, 2022 | 9.80 | 1.14% |
All values are in US Dollars.
2
Note:
| (1) | Excluding 42.0 million Class A ordinary shares issued to a wholly-owned subsidiary of the Company for<br>future granting of awards under our Share Incentive Plans and/or such other purposes as our Company may determine in its absolute discretion, and assuming no other additional Shares are issued under the Share Incentive Plans between the date of this<br>announcement and the Listing. Taking into account of the 42.0 million Class A ordinary shares issued to the wholly-owned subsidiary mentioned above, the total number of Class A ordinary shares of the Company is 1,717,015,086<br>immediately following the completion of the Introduction. |
|---|
The above trading information is provided further to the disclosure in the section headed “Market Arrangements to Facilitate Dealings in Hong Kong” in the Listing Document and is for reference purpose only. The trading price of the Class A ordinary shares on the Hong Kong Stock Exchange following the Listing may not be the same as, and may differ from, the trading price of the ADSs on the NYSE. Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the Formal Notice, the September 16 Announcement, the September 19 Announcement and the September 20 Announcement issued by the Company before deciding to invest in the Class A ordinary shares or the ADSs.
Dealings in the Class A ordinary shares on the Hong Kong Stock Exchange are expected to commence at 9:00 a.m., Hong Kong time, today. The Class A ordinary share will be traded on the Hong Kong Stock Exchange in board lots of 100 Class A ordinary shares. The stock code is 1698. As stated in the section headed “Market Arrangements to Facilitate Dealings in Hong Kong” in the Listing Document, the Company will release further announcements on liquidity arrangements regarding the accumulated average daily trading volume of our Class A ordinary shares on the Hong Kong Stock Exchange on a weekly basis during the Bridging Period (being a period of 30 calendar days commencing on the Listing Date, i.e. commencing at 9:00 a.m. on September 21, 2022 (being the commencement date of dealings in the Class A ordinary shares on the Hong Kong Stock Exchange) and ending at 4:10 p.m. on October 20, 2022 (being the 30th calendar day commencing on the Listing Date)).
| By Order of the Board |
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| Tencent Music Entertainment Group<br><br><br>Cussion Kar Shun Pang |
| Executive Chairman |
Hong Kong, September 21, 2022
As at the date of this announcement, the board of directors of the Company comprises Mr. Cussion Kar Shun Pang, Mr. Zhu Liang and Mr. ZhenyuXie as the executive directors, Mr. James Gordon Mitchell, Mr. Brent Richard Irvin and Mr. Matthew Yun Ming Cheng as the non-executive directors, and Ms. Edith Manling Ngan, Mr. AdrianYau Kee Mak and Ms. Jeanette Kim Yum Chan as the independent non-executive directors.
For the purposeof illustration only, USD is translated into HK$ at the rate of USD1.00 = HK$7.8498. No representation is made that any amount in USD or RMB has been or could be converted at the above rate or at any rates or at all.
3
EX-99.5
Exhibit 99.5
Tencent Music Entertainment Group Successfully Listed on Hong Kong Stock Exchange
SHENZHEN, China, September 20, 2022 /PRNewswire/ – Tencent Music Entertainment Group (“TME,” or the “Company”) (NYSE: TME and HKEX: 1698), the leading online music and audio entertainment platform in China, announced on September 21, 2022 (Beijing/Hong Kong Time) that it has successfully listed, by way of introduction, its Class A ordinary shares (the “Shares”) on the Main Board of The Stock Exchange of Hong Kong Limited (the “SEHK”). The Shares are traded on the Main Board of SEHK under the stock code “1698” in board lots of 100 Shares, and the stock short name is “TME.” The Company’s American Depositary Shares (the “ADSs”), each representing two Shares, remain primarily listed and traded on the New York Stock Exchange (the “NYSE”). The Shares listed on the Main Board of the SEHK are fully fungible with the ADSs listed on the NYSE.
Mr. Cussion Pang, Executive Chairman of TME, commented, “We are proud to celebrate our successful listing on the Main Board of The Stock Exchange of Hong Kong. We are truly grateful to our users for being part of our ecosystem and our journey, our employees for being our greatest asset, our partners and investors for their trust in us, and all those who have supported us in making this achievement possible. Going forward, we will continue to expand the frontier of music entertainment, elevating its role in people’s lives and shaping the future of China’s digital music industry while sharing our success with all of our stakeholders.”
About Tencent Music Entertainment
Tencent Music Entertainment Group (NYSE: TME and HKEX: 1698) is the leading online music and audio entertainment platform in China, operating the country’s highly popular and innovative music apps: QQ Music, Kugou Music, Kuwo Music and WeSing. TME’s mission is to use technology to elevate the role of music in people’s lives by enabling them to create, enjoy, share and interact with music. TME’s platform comprises online music, online audio, online karaoke, music-centric live streaming and online concert services, enabling music fans to discover, listen, sing, watch, perform and socialize around music. For more information, please visit ir.tencentmusic.com.
Safe Harbor Statement
This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the SEC and the HKEX. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.
Investor Relations Contact
Tencent Music Entertainment Group
ir@tencentmusic.com
+86 (755) 8601-3388 ext. 818415