Tencent Music Entertainment Group 6-K, filed May 22, 2023
Tencent Music Entertainment Group (TME)
About this 6-K
Tencent Music Entertainment Group filed this 6-K on May 22, 2023.
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 May 2023
Commission file number: 001-38751
Tencent Music Entertainment 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 ☐
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release - Tencent Music Entertainment Group to Hold Annual General Meeting on June 30, 2023 | |
| 99.2 | Notice of Annual General Meeting | |
| 99.3 | Form of Proxy for Annual General Meeting | |
| 99.4 | Form of Voting Card for ADS Holders | |
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: | May 22, 2023 | By: | /s/ Min Hu | ||
| Name: Min Hu | |||||
| Title: Chief Financial Officer | |||||
Exhibit 99.1
Tencent Music Entertainment Group to Hold Annual General Meeting on June 30, 2023
SHENZHEN, China, May 22, 2023 /PRNewswire/ -- Tencent Music Entertainment Group ("TME," or the "Company") (NYSE: TME and HKEX: 1698), the leading online music and audio entertainment platform in China, today announced that it will hold its annual general meeting of shareholders (the "AGM") at 10/F, The Hong Kong Club Building, 3A Chater Road, Central, Hong Kong on Friday, June 30, 2023 at 10 a.m. (Beijing/Hong Kong time) for the purposes of considering and, if thought fit, passing the resolution as set forth in the notice of the AGM (the "AGM Notice"). The AGM Notice and the form of proxy for the AGM are available on the Company's website at https://ir.tencentmusic.com on May 22, 2023. The Board of Directors of the Company fully supports the proposed resolution and recommends that shareholders and holders of American depositary shares ("ADSs") vote in favor of the resolution.
Holders of record of the Company's ordinary shares as of the close of business on Monday, May 22, 2023 (Beijing/Hong Kong time), are entitled to receive notice of, and to attend and vote at, the AGM or any adjournment or postponement thereof. Holders of record of ADSs as of the close of business on Monday, May 22, 2023 (U.S. Eastern Time) who wish to exercise their voting rights for the underlying Class A ordinary shares must give voting instructions directly to The Bank of New York Mellon, the depositary of the ADSs, or indirectly through a bank, brokerage or other securities intermediary, as the case may be.
The Company has filed its annual report on Form 20-F, including its audited financial statements, for the fiscal year ended December 31, 2022, with the U.S. Securities and Exchange Commission (the "SEC"). The Company's annual report on Form 20-F can be accessed on the Company's website at https://ir.tencentmusic.com and on the SEC's website at https://www.sec.gov.
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 create endless possibilities with music and technology. 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
Exhibit 99.2
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong 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 or in reliance upon the whole or any part of the contents of this announcement.
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)
(NYSE Stock Ticker: TME; HKEX Stock Code: 1698)
NOTICE OF ANNUAL GENERAL MEETING
The attached Notice of Annual General Meeting (the “AGM”) issued by Tencent Music Entertainment Group (the “Company”) serves as the notice of general meeting required under Rule
13.71 and the circular required under Rule 13.73 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”). This notice is also available for viewing on the Company’s website at https://ir.tencentmusic.com.
The AGM will be held at 10/F, The Hong Kong Club Building, 3A Chater Road, Central, Hong Kong on Friday, June 30, 2023 at 10 a.m. (Hong Kong time), for the following purposes:
| • | To table the financial statements of the Company for the year ended December 31, 2022, as contained in the annual report on Form 20-F and the Hong Kong annual report of the Company issued on April 26, 2023 (Hong Kong time). |
| • | To consider and, if thought fit, pass the following resolution, as an ordinary resolution: to confirm and approve the re-appointment of PricewaterhouseCoopers as the Auditor of the Company for 2023 and to authorize the Audit Committee of the Board of Directors of the Company to fix the Auditor’s remuneration. |
| By Order of the Board | |
| Tencent Music Entertainment Group Cussion Kar Shun Pang | |
| Executive Chairman |
Hong Kong, May 22, 2023
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Cussion Kar Shun Pang, Mr. Zhu Liang, Mr. Zhenyu Xie, Mr. James Gordon Mitchell, Mr. Brent Richard Irvin and Mr. Matthew Yun Ming Cheng as Directors, and Ms. Edith Manling Ngan, Mr. Adrian Yau Kee Mak and Ms. Jeanette Kim Yum Chan as independent Directors.
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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)
(NYSE Stock Ticker: TME; HKEX Stock Code: 1698)
Notice of Annual General Meeting
to be held on June 30, 2023
(or any adjournment(s) or postponement(s) thereof)
NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Tencent Music Entertainment Group (the “Company”) will be held on Friday, at 10 a.m. (Hong Kong time) on June 30, 2023 at 10/F, The Hong Kong Club Building, 3A Chater Road, Central, Hong Kong for the purposes of considering and, if thought fit, passing the following resolution (the “Proposed Resolution”):
| • | As an ordinary resolution, to confirm and approve the re-appointment of PricewaterhouseCoopers as the Auditor of the Company for 2023 and to authorize the Audit Committee of the Board of Directors of the Company to fix the Auditor’s remuneration (the “Auditor Re-appointment Resolution”). |
The passing of the Auditor Re-appointment Resolution requires approval by a simple majority of the votes cast by the Members of the Company as, being entitled to do so, vote in person or by proxy at the AGM.
The quorum of the AGM shall be one or more Members holding in aggregate at least a majority of all votes attaching to all issued shares of the Company, present in person or by proxy and entitled to vote at the AGM.
SHARES RECORD DATE AND ADS RECORD DATE
The Board of Directors of the Company has fixed the close of business on Monday, May 22, 2023 (Hong Kong time), as the record date (the “Shares Record Date”) of our Class A ordinary shares with a par value of US$0.000083 each (the “Class A Ordinary Shares”) and Class B ordinary shares with a par value of US$0.000083 each (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Shares”). Holders of record of the Company’s Shares (as of the Shares Record Date) are entitled to attend and vote at the AGM and any adjourned meeting thereof.
Holders of record of American Depositary Shares (the “ADSs”) as of the close of business on Monday, May 22, 2023 (U.S. Eastern Time) (the “ADS Record Date”, together with the Shares Record Date, the “Record Date”), will be able to directly instruct The Bank of New York Mellon, the depositary of the ADSs (the “Depositary”), if ADSs are held by holders on the books and records of the Depositary or indirectly through a bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders, as to how to vote the Class A Ordinary Shares represented by such ADSs at the AGM.
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ATTENDING THE AGM
Only holders of record of Shares as of the Shares Record Date are entitled to attend and vote at the AGM. If holders of ADSs wish to exercise their voting rights for the underlying Class A Ordinary Shares, they must give voting instructions (i) directly to the Depositary if ADSs are held by holders on the books and records of the Depositary, or (ii) indirectly through a bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders.
All officers and agents of the Company reserve the right to refuse any person entry to the AGM venue, or to instruct any person to leave the AGM venue, where such officer or agent reasonably considers that such refusal or instruction is or may be required for the Company or any other person to be able to comply with applicable laws and regulations. The exercise of such right to refuse entry or instruct to leave shall not invalidate the proceedings at the AGM.
PROXY FORMS AND ADS VOTING CARDS
A holder of Shares as of the Shares Record Date may attend the AGM in person or appoint one proxy to exercise his or her rights at the AGM. A holder of ADSs as of the ADS Record Date will need to directly instruct the Depositary if ADSs are held by holders on the books and records of the Depositary or indirectly through a bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders, as to how to vote the Class A Ordinary Shares represented by the ADSs. Please refer to the proxy form (for holders of Shares), which is available on our website at https://ir.tencentmusic.com and the ADS voting card (for holders of ADSs).
You are urged to complete, sign, date and return the accompanying proxy form to the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited (“Computershare”) (for holders of Shares), and your voting instructions to Depositary (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare must receive the proxy form by no later than 10 a.m., Hong Kong time, on June 28, 2023 (i) by mail, to 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or (ii) by email, to TME.eproxy@computershare.com.hk, being not less than 48 hours before the time for holding the AGM, to ensure your representation at the AGM. The Depositary must receive your voting instructions by no later than 12:00 p.m., U.S. Eastern Time, on June 21, 2023 to enable the votes attaching to the Shares represented by your ADSs to be cast at the AGM.
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ANNUAL REPORT
Shareholders may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at https://ir.tencentmusic.com, the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk or from the website of Securities and Exchange Commission of the United States at www.sec.gov.
| By Order of the Board | |
| Tencent Music Entertainment Group Cussion Kar Shun Pang | |
| Executive Chairman |
| Executive Office: | Registered Office: |
12/F, Unit 3, Building D, Kexing Science Park Kejizhongsan Avenue Hi-Tech Park, Nanshan District Shenzhen People’s Republic of China |
PO Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands
|
May 22, 2023
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Cussion Kar Shun Pang, Mr. Zhu Liang, Mr. Zhenyu Xie, Mr. James Gordon Mitchell, Mr. Brent Richard Irvin and Mr. Matthew Yun Ming Cheng as Directors, and Ms. Edith Manling Ngan, Mr. Adrian Yau Kee Mak and Ms. Jeanette Kim Yum Chan as independent Directors.
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Exhibit 99.3
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)
(NYSE Stock Ticker: TME; HKEX Stock Code: 1698)
Form of Proxy for Annual General Meeting
to be held on June 30, 2023
(or any adjournment(s) or postponement(s) thereof)
INTRODUCTION
This Form of Proxy is furnished in connection with the solicitation by the board of directors (the “Board”) of Tencent Music Entertainment Group, a Cayman Islands company (the “Company”), of proxies from holders of the issued Class A ordinary shares with a par value of US$0.000083 per share (the “Class A Ordinary Shares”) and the Class B ordinary shares with a par value of US$0.000083 per share of the Company (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”) to be exercised at the Annual General Meeting of the Company (the “Meeting”) to be held at 10/F, The Hong Kong Club Building, 3A Chater Road, Central, Hong Kong, on June 30, 2023 at 10 a.m., and at any adjournment(s) or postponement(s) thereof, for the purposes set forth in the notice of Annual General Meeting dated May 22, 2023 (the “Meeting Notice”). Unless otherwise indicated, the capitalized terms used in this form of proxy shall have the same meaning as those defined in the Meeting Notice. The description of the resolutions is by way of summary only. The full text appears in the Meeting Notice.
Only the holders of record of the Ordinary Shares on the Company’s register of members at the close of business on May 22, 2023 (Hong Kong Time) (the “Record Date”) are entitled to notice of, to attend and to vote at the Meeting. Each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to 15 votes, on all matters at the Meeting. The quorum of the Meeting is one or more shareholders holding in aggregate at least a majority of all votes attaching to all issued shares of the Company, present in person or by proxy and entitled to vote at the Meeting.
The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the Meeting as indicated or, if no instruction is given, the proxy will vote the Ordinary Shares in his/ her discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the Meeting acts as proxy and is entitled to exercise his/her discretion, he/she is likely to vote the Ordinary Shares FOR the resolutions. As to any other business that may properly come before the Meeting, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the Meeting. However, if any other matter properly comes before the Meeting, or any adjournment(s) or postponement(s) thereof, which may properly be acted upon, unless otherwise indicated, the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised by (i) submitting to the Company, at the address set forth below, a duly signed revocation or (ii) voting in person at the Meeting.
-1-
To be valid, this Form of Proxy must be completed, signed and returned to Computershare Hong Kong Investor Services Limited, (i) by mail, to 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or (ii) by email, to TME.eproxy@computershare.com.hk, as soon as possible and no later than 10 a.m., Hong Kong time, on June 28, 2023, being not less than 48 hours before the time for holding the Meeting, to ensure your representation at the Meeting. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish.
This Form of Proxy is not valid for holders of the American Depositary Shares of the Company. Holders of the American Depositary Shares of the Company should refer to the Meeting Notice for further information on attendance and voting arrangements.
-2-
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)
(NYSE Stock Ticker: TME; HKEX Stock Code: 1698)
Form of Proxy for Annual General Meeting(Note 1)
to be held on June 30, 2023
(or any adjournment(s) or postponement(s) thereof)
I/We(Note 2) _______________________________________________________________________ of _______________________________________________________________________, being the registered holder of ______________________________ Class A ordinary shares,(Note 3) par value US$0.000083 per share, and ______________________________ Class B ordinary shares,(Note 3) par value US$0.000083 per share, of Tencent Music Entertainment Group (the “Company”), hereby appoint the Chairman of the Annual General Meeting(Note 4) or _______________________________________________________________________ of _______________________________________________________________________ as my/our proxy to attend and act for me/us at the Annual General Meeting of the Company to be held at 10 a.m., Hong Kong time, on June 30, 2023 at 10/F, The Hong Kong Club Building, 3A Chater Road, Central, Hong Kong and at any adjournment(s) or postponement(s) thereof, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit.(Note 5)
| RESOLUTION(Note 6) | FOR(Note 5) | AGAINST(Note 5) | ABSTAIN(Note 5) | |
| 1 |
As an ordinary resolution:
to confirm and approve the re-appointment of PricewaterhouseCoopers as the Auditor of the Company for 2023 and to authorize the Audit committee of the Board of Directors of the Company to fix the Auditor’s remuneration. |
|||
| Dated | ______________, 2023 | Signature(s)(Note 7)__________________________ |
Notes:
| 1. | This Form of Proxy is not valid for holders of the American Depositary Shares of the Company. Holders of the American Depositary Shares of the Company should refer to the Meeting Notice for further information on attendance and voting arrangements. |
| 2. | Full name(s) and address(es) to be inserted in BLOCK CAPITALS. |
| 3. | Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 4. | If any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN OF THE ANNUAL GENERAL MEETING” and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his/her stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT. |
| 5. | IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “ABSTAIN”. ALTERNATIVELY, YOU MAY ALSO INDICATE THE RESPECTIVE NUMBERS OF |
SHARES FOR EACH OF THE “FOR”, “AGAINST” AND “ABSTAIN” COLUMNS. Failure to complete any or all the boxes will entitle your proxy to cast his or her votes at his or her discretion. A proxy need not be a member of the Company, but must attend the Meeting in person. A member may only have one form of proxy valid at any one time and if a member submits more than one form of proxy, the last form of proxy received in the manner described in this form of proxy above shall be treated as the only valid form of proxy. Any alteration made to this form of proxy must be duly initialed by the person who signs it. Completion and deposit of a form of proxy does not prevent a member from attending the Meeting in person but if a member attends the Meeting and votes, this proxy will be revoked.
| 6. | Please refer to the Meeting Notice for details of the approval threshold for each of the resolution. |
| 7. | This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized to sign the same. |
Exhibit 99.4
23568 Tencent Music VIF Proof 5 Annual General Meeting of Tencent Music Entertainment Group Date: June 30, 2023 See Voting Instruction On Reverse Side. Please make your marks like this: x Use pen only Resolution 1. As an ordinary resolution: to confirm and approve the re-appointment of PricewaterhouseCoopers as the Auditor of the Company for 2023 and to authorize the Audit Committee of the Board of Directors of the Company to fix the Auditor’s remuneration. For Against Abstain Please separate carefully at the perforation and return just this portion in the envelope provided. Annual General Meeting of Tencent Music Entertainment Group to be held on June 30, 2023 For Holders as of May 22, 2023 MAIL • Mark, sign and date your Voting Instruction Form. • Detach your Voting Instruction Form. • Return your Voting Instruction Form in the postage-paid envelope provided. All votes must be received by 12:00 p.m. (U.S. Eastern Time) on June 21, 2023. PROXY TABULATOR FOR TENCENT MUSIC ENTERTAINMENT GROUP P.O. BOX 8016 CARY, NC 27512-9903 EVENT # CLIENT # Authorized Signatures - This section must be completed for your instructions to be executed. _____________________________________ __________________________ Please Sign Here Please Date Above _____________________________________ __________________________ Please Sign Here Please Date Above Copyright © 2023 Mediant Communications Inc. All Rights Reserved
23568 Tencent Music VIF Proof 5 TENCENT MUSIC ENTERTAINMENT GROUP Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12:00 p.m. (U.S. Eastern Time) on June 21, 2023) The undersigned registered holder of American Depositary Receipts hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the amount of shares or other Deposited Securities represented by such Receipt of Tencent Music Entertainment Group registered in the name of the undersigned on the books of the Depositary as of the close of business May 22, 2023 at the Annual General Meeting of the Shareholders of Tencent Music Entertainment Group to be held on June 30, 2023 in 10/F, The Hong Kong Club Building, 3A Chater Road, Central, Hong Kong. NOTE: 1. Please direct the Depositary how it is to vote by marking X in the appropriate box opposite the resolution. It is understood that, if this form is signed and returned but no instructions are indicated in the boxes, then a discretionary proxy will be given to a person designated by the Company. 2. It is understood that, if this form is not signed and returned, the Depositary will deem such holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company. (Continued and to be marked, dated and signed, on the other side) PROXY TABULATOR FOR TENCENT MUSIC ENTERTAINMENT GROUP P.O. BOX 8016 CARY, NC 27512-9903