|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/09/21 Tencent Music Entertainment Group 20-F 12/31/20 200:20M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 1.93M
Non-Canadian Issuer
3: EX-4.10 Instrument Defining the Rights of Security Holders HTML 107K
4: EX-4.11 Instrument Defining the Rights of Security Holders HTML 54K
5: EX-4.12 Instrument Defining the Rights of Security Holders HTML 85K
6: EX-4.13 Instrument Defining the Rights of Security Holders HTML 54K
7: EX-4.14 Instrument Defining the Rights of Security Holders HTML 54K
8: EX-4.16 Instrument Defining the Rights of Security Holders HTML 138K
9: EX-4.17 Instrument Defining the Rights of Security Holders HTML 141K
10: EX-4.19 Instrument Defining the Rights of Security Holders HTML 110K
11: EX-4.22 Instrument Defining the Rights of Security Holders HTML 54K
12: EX-4.23 Instrument Defining the Rights of Security Holders HTML 51K
13: EX-4.43 Instrument Defining the Rights of Security Holders HTML 100K
14: EX-4.44 Instrument Defining the Rights of Security Holders HTML 111K
15: EX-4.47 Instrument Defining the Rights of Security Holders HTML 85K
16: EX-4.48 Instrument Defining the Rights of Security Holders HTML 58K
17: EX-4.50 Instrument Defining the Rights of Security Holders HTML 52K
18: EX-4.51 Instrument Defining the Rights of Security Holders HTML 90K
19: EX-4.52 Instrument Defining the Rights of Security Holders HTML 112K
20: EX-4.53 Instrument Defining the Rights of Security Holders HTML 104K
21: EX-4.54 Instrument Defining the Rights of Security Holders HTML 229K
22: EX-4.55 Instrument Defining the Rights of Security Holders HTML 72K
23: EX-4.56 Instrument Defining the Rights of Security Holders HTML 90K
24: EX-4.57 Instrument Defining the Rights of Security Holders HTML 118K
25: EX-4.58 Instrument Defining the Rights of Security Holders HTML 106K
26: EX-4.59 Instrument Defining the Rights of Security Holders HTML 266K
27: EX-4.60 Instrument Defining the Rights of Security Holders HTML 79K
28: EX-4.61 Instrument Defining the Rights of Security Holders HTML 90K
29: EX-4.62 Instrument Defining the Rights of Security Holders HTML 118K
30: EX-4.63 Instrument Defining the Rights of Security Holders HTML 110K
31: EX-4.64 Instrument Defining the Rights of Security Holders HTML 267K
32: EX-4.65 Instrument Defining the Rights of Security Holders HTML 79K
33: EX-4.66 Instrument Defining the Rights of Security Holders HTML 89K
34: EX-4.67 Instrument Defining the Rights of Security Holders HTML 112K
35: EX-4.68 Instrument Defining the Rights of Security Holders HTML 103K
36: EX-4.69 Instrument Defining the Rights of Security Holders HTML 122K
37: EX-4.70 Instrument Defining the Rights of Security Holders HTML 60K
2: EX-4.9 Instrument Defining the Rights of Security Holders HTML 100K
38: EX-8.1 Opinion of Counsel re: Tax Matters HTML 51K
41: EX-13.1 Annual or Quarterly Report to Security Holders HTML 51K
42: EX-13.2 Annual or Quarterly Report to Security Holders HTML 51K
39: EX-12.1 Statement re: the Computation of Ratios HTML 56K
40: EX-12.2 Statement re: the Computation of Ratios HTML 56K
43: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 50K
44: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 52K
45: EX-15.3 Letter re: Unaudited Interim Financial Info HTML 50K
52: R1 Cover Page HTML 121K
53: R2 Consolidated Income Statements HTML 116K
54: R3 Consolidated Statements of Comprehensive Income HTML 80K
55: R4 Consolidated Balance Sheets HTML 162K
56: R5 Consolidated Statements of Changes in Equity HTML 133K
57: R6 Consolidated Statements of Cash Flows HTML 144K
58: R7 General information, organization and basis of HTML 137K
preparation
59: R8 Summary of Significant Accounting Policies HTML 257K
60: R9 Financial Risk Management HTML 93K
61: R10 Critical accounting estimates and judgments HTML 66K
62: R11 Revenue HTML 54K
63: R12 Interest Income HTML 54K
64: R13 Other (losses)/gains, net HTML 69K
65: R14 Expense by nature HTML 82K
66: R15 Finance cost HTML 67K
67: R16 Taxation HTML 188K
68: R17 Earnings per share HTML 78K
69: R18 Property Plant And Equipment HTML 128K
70: R19 Right-of-Use Assets HTML 72K
71: R20 Intangible Assets HTML 160K
72: R21 Goodwill HTML 63K
73: R22 Investments accounted for using equity method HTML 90K
74: R23 Financial Assets at Fair Value HTML 79K
75: R24 Prepayments deposits and other assets HTML 70K
76: R25 Accounts receivable HTML 74K
77: R26 Term deposits and cash and cash equivalents HTML 63K
78: R27 Share capital HTML 141K
79: R28 Other Reserves HTML 126K
80: R29 Share Based Compensation HTML 293K
81: R30 Notes payable HTML 73K
82: R31 Other Payables and Other Liabilities HTML 85K
83: R32 Deferred revenue HTML 63K
84: R33 Business Combination HTML 70K
85: R34 Cash flow information HTML 97K
86: R35 Financial instruments by category HTML 106K
87: R36 Commitments HTML 70K
88: R37 Related Party Transactions HTML 108K
89: R38 Contingent liabilities HTML 58K
90: R39 Events occurring after the reporting period HTML 61K
91: R40 Approval of these consolidated financial HTML 54K
statements
92: R41 Summary of Significant Accounting Policies HTML 317K
(Policies)
93: R42 General information, organization and basis of HTML 105K
preparation (Tables)
94: R43 Summary of Significant Accounting Policies HTML 64K
(Tables)
95: R44 Financial Risk Management (Tables) HTML 63K
96: R45 Other (Losses)/Gains, Net (Tables) HTML 67K
97: R46 Expense by nature (Tables) HTML 80K
98: R47 Finance cost (Tables) HTML 66K
99: R48 Taxation (Tables) HTML 190K
100: R49 Earnings per share (Tables) HTML 73K
101: R50 Property Plant And Equipment (Tables) HTML 129K
102: R51 Right-of-Use Assets (Tables) HTML 69K
103: R52 Intangible Assets (Tables) HTML 161K
104: R53 Goodwill (Tables) HTML 59K
105: R54 Investments accounted for using equity method HTML 93K
(Tables)
106: R55 Financial Assets at Fair Value (Tables) HTML 78K
107: R56 Prepayments deposits and other assets (Tables) HTML 69K
108: R57 Accounts receivable (Tables) HTML 75K
109: R58 Term deposits and cash and cash equivalents HTML 59K
(Tables)
110: R59 Share capital (Tables) HTML 139K
111: R60 Other Reserves (Tables) HTML 125K
112: R61 Share Based Compensation (Tables) HTML 292K
113: R62 Notes payable (Tables) HTML 73K
114: R63 Other Payables and Other Liabilities (Tables) HTML 84K
115: R64 Deferred revenue (Tables) HTML 59K
116: R65 Business Combination (Tables) HTML 67K
117: R66 Cash flow information (Tables) HTML 96K
118: R67 Financial instruments by category (Tables) HTML 105K
119: R68 Commitments (Tables) HTML 67K
120: R69 Related Party Transactions (Tables) HTML 109K
121: R70 General Information, Organization and Basis of HTML 90K
Preparation - Summary of Significant Subsidiaries,
VIEs, and Subsidiaries of VIEs (Details)
122: R71 General Information, Organization and Basis of HTML 54K
Preparation - Additional Information (Details)
123: R72 General Information, Organization and Basis of HTML 101K
Preparation - Summary of Condensed Separate
Financial Statements (Details)
124: R73 Summary of Significant Accounting Policies - HTML 72K
Additional Information (Details)
125: R74 Summary of Significant Accounting Policies - HTML 64K
Summary of Estimated Useful Lives of Property,
Plant and Equipment (Detail)
126: R75 Summary of Significant Accounting Policies - HTML 70K
Summary of Estimated Useful Lives of Acquired
Intangible Assets (Detail)
127: R76 Financial Risk Management - Additional Information HTML 109K
(Details)
128: R77 Financial Risk Management - Summary of Movements HTML 59K
in Contingent Consideration Resulted from Business
Combination Movements at Fair Value Using Level 3
Measurements (Detail)
129: R78 Revenue - Additional Information (Details) HTML 53K
130: R79 Other (losses)/gains, net - Summary of Other HTML 68K
(Losses)/Gains, Net (Details)
131: R80 Expense by nature - Summary of Expense By Nature HTML 59K
(Details)
132: R81 Expense by nature - Summary of Expense By Nature HTML 55K
(Parenthetical) (Details)
133: R82 Expense by Nature - Summary of Employee Benefits HTML 62K
Expenses (Details)
134: R83 Finance cost (Details) HTML 56K
135: R84 Taxation - Additional Information (Details) HTML 83K
136: R85 Taxation - Summary of Income Tax Expenses HTML 59K
(Details)
137: R86 Taxation - Summary of Reconciliation of Income Tax HTML 80K
(Details)
138: R87 Taxation - Summary of Reconciliation of Income Tax HTML 53K
(Parenthetical) (Details)
139: R88 Taxation - Summary of Amount and Per Share Effect HTML 57K
of Tax Holiday (Details)
140: R89 Taxation - Summary of Profit Before Tax (Details) HTML 58K
141: R90 Taxation - Summary of Deferred Tax Assets and HTML 78K
Deferred Tax Liabilities (Details)
142: R91 Taxation - Summary of Recovery of Deferred Income HTML 64K
Tax (Details)
143: R92 Taxation - Summary of Movements of Deferred Income HTML 74K
Tax Assets (Details)
144: R93 Taxation - Summary of Movements of Deferred Income HTML 64K
Tax Liabilities (Details)
145: R94 Earnings per share - Summary of Computation of HTML 73K
Basic and Diluted Net Income Per Share (Details)
146: R95 Property Plant and Equipment - Summary of Property HTML 91K
Plant and Equipment (Details)
147: R96 Property Plant and Equipment - Summary of HTML 61K
Depreciation Charged to Consolidated Income
Statements (Details)
148: R97 Right-of -Use Assets - Schedule of Carrying HTML 66K
Amounts of Right-of-Use Assets (Details)
149: R98 Right-of -Use Assets - Additional Information HTML 63K
(Details)
150: R99 Intangible Assets - Summary of Intangible Assets HTML 97K
(Details)
151: R100 Intangible Assets - Summary of Amortization of HTML 60K
Intangible Assets Allocated (Details)
152: R101 Goodwill - Summary of Goodwill (Details) HTML 56K
153: R102 Goodwill - Additional Information (Details) HTML 63K
154: R103 Investments Accounted for Using Equity Method - HTML 59K
Summary of Investments Accounted for Using Equity
Method (Detail)
155: R104 Investments Accounted for Using Equity Method - HTML 59K
Summary of Share of Profits/(Losses) of
Investments Accounted for Using Equity Method
(Detail)
156: R105 Investments Accounted for Using Equity Method - HTML 77K
Summary of Movement of Investments in Associates
and Joint Ventures (Details)
157: R106 Investments Accounted for Using Equity Method - HTML 59K
Summary of Movement of Investments in Associates
and Joint Ventures (Parenthetical) (Details)
158: R107 Financial Assets at Fair Value - Additional HTML 59K
Information (Details)
159: R108 Financial Assets at Fair Value - Summary of HTML 65K
Financial Assets at Fair Value Through Other
Comprehensive Income (Details)
160: R109 Financial Assets at Fair Value - Summary of HTML 64K
Movement of Other Investment (Details)
161: R110 Prepayments, deposits and other - Summary of HTML 70K
Prepayments, deposits and other assets (Detail)
162: R111 Accounts Receivables - Summary of Accounts HTML 66K
Receivable and Ageing Analysis (Details)
163: R112 Accounts Receivable - Summary of Loss Allowances HTML 58K
for Accounts Receivable (Details)
164: R113 Term Deposits And Cash And Cash Equivalents - HTML 58K
Schedule of Cash and Cash Equivalents (Details)
165: R114 Share Capital - Schedule of Classes of Share HTML 97K
Capital (Details)
166: R115 Share Capital - Schedule of Classes of Share HTML 55K
Capital (Parenthetical) (Details)
167: R116 Share Capital - Schedule Analysis of Issued Shares HTML 63K
(Details)
168: R117 Share Capital - Additional Information (Detail) HTML 106K
169: R118 Schedule of Other Reserve (Details) HTML 100K
170: R119 Share Based Compensation - Additional Information HTML 106K
(Details)
171: R120 Share Based Compensation - Schedule of Number, HTML 146K
weighted Average Exercise Prices and
Weighted-average Grant Date Fair Value of Share
Options (Details)
172: R121 Share Based Compensation - Schedule of Share HTML 162K
Options Outstanding (Details)
173: R122 Share Based Compensation - Schedule of Movements HTML 74K
in the number of RSUs and Awarded Shares (Details)
174: R123 Share Based Compensation - Summary of Assumptions HTML 69K
Used to Determine Fair value of Share Options
(Details)
175: R124 Notes payable - Summary of Note Payable (Detail) HTML 55K
176: R125 Notes payable - Additional Information (Detail) HTML 59K
177: R126 Notes payable - Summary of unsecured senior notes HTML 65K
(Detail)
178: R127 Other Payables and Other Liabilities - Summary of HTML 78K
Other Payables and Other Liabilities (Details)
179: R128 Other Payables and Other Liabilities - Summary of HTML 55K
Other Payables and Other Liabilities
(Parenthetical) (Details)
180: R129 Deferred Revenue - Summary of Contract Liabilities HTML 57K
(Details)
181: R130 Deferred Revenue - Additional Information HTML 58K
(Details)
182: R131 Business Combination - Additional Information HTML 59K
(Details)
183: R132 Business Combination - Summary of Amount of HTML 83K
Identified Assets Acquired and Liabilities Assumed
(Details)
184: R133 Cash Flow Information - Summary of Cash Generated HTML 97K
from Operations (Details)
185: R134 Cash Flow Information - Summary of Non-cash HTML 57K
Investing and Financing Activities (Details)
186: R135 Financial Instruments by Category - Summary of HTML 97K
Financial Instruments by Category (Details)
187: R136 Financial Instruments by Category - Additional HTML 54K
Information (Details)
188: R137 Commitments - Summary of Future Minimum HTML 58K
Commitments for Non Cancellable Operating
Commitments (Details)
189: R138 Commitments - Summary of Minimum Royalty Payments HTML 57K
Under Licensing Agreement (Details)
190: R139 Commitments - Additional Information (Details) HTML 52K
191: R140 Related Party Transactions - Summary of Major HTML 57K
Related Parties and Relationships with the Group
(Details)
192: R141 Related Party Transactions - Summary of HTML 73K
Significant Related Party Transaction (Details)
193: R142 Related Party Transactions - Summary of Balances HTML 64K
with Related Parties (Details)
194: R143 Related Party Transactions - Summary of Key HTML 59K
Management Personnel Compensation (Details)
195: R144 Related party transactions - Additional HTML 61K
Information (Detail)
196: R145 Contingent Liabilities - Additional Information HTML 52K
(Details)
197: R146 Events Occurring after the Reporting Period - HTML 78K
Additional Information (Details)
199: XML IDEA XML File -- Filing Summary XML 318K
198: EXCEL IDEA Workbook of Financial Reports XLSX 216K
46: EX-101.INS XBRL Instance -- tme-20201231 XML 5.67M
48: EX-101.CAL XBRL Calculations -- tme-20201231_cal XML 255K
49: EX-101.DEF XBRL Definitions -- tme-20201231_def XML 1.18M
50: EX-101.LAB XBRL Labels -- tme-20201231_lab XML 2.25M
51: EX-101.PRE XBRL Presentations -- tme-20201231_pre XML 1.73M
47: EX-101.SCH XBRL Schema -- tme-20201231 XSD 476K
200: ZIP XBRL Zipped Folder -- 0001193125-21-111096-xbrl Zip 366K
| EX-4.43 |
Exhibit 4.43
Equity Interest Pledge Agreement
This Equity Interest Pledge Agreement (the “Agreement”) is entered into by and among the following Parties on June 10, 2020 in Shenzhen, People’s Republic of China (the “PRC”):
Party A: Tencent Music (Beijing) Co., Ltd. (the “Pledgee”), a wholly foreign-owned enterprise incorporated and existing under the laws of the PRC, with its registered address at Room 303, 3rd Floor of 101, -2nd to 8th Floor, No.7 Building, East Tianchen Road, Chaoyang District, Beijing;
Party B: Fu Hongcheng, a Chinese Citizen with Identification No.: [ ]; and Ji Mingzhong, a Chinese Citizen with Identification No.: [ ] (together with Fu Hongcheng, hereinafter referred to as a “Pledgor” respectively and as the “Pledgors” collectively);
Party C: Niannian Youyu Culture Media (Wuhan) Co., Ltd., a limited liability company incorporated and existing under the laws of the PRC, with its registered address at Unit 04B, 05, 06, 5th Floor, Yuexiu Wealth Center Office Building, No.1 Zhongshan Avenue (Building 6, Plot A, Qiaokou Golden Triangle), Qiaokou District, Wuhan.
In this Agreement, each of the Pledgee, the Pledgors and Party C shall be referred to as a “Party” respectively or as the “Parties” collectively.
Whereas:
| 1. | The Pledgors Fu Hongcheng and Ji Mingzhong are Chinese citizens. As of the date of this Agreement, the registered capital of Party C is RMB 1,000,000, and Fu Hongcheng holds 50% equity interests of Party C, representing RMB 500,000 of Party C’s registered capital; Ji Mingzhong holds 50% equity interests of Party C, representing RMB 500,000 of Party C’s registered capital. Party C is a limited liability company registered in Wuhan, China, and is engaged in the business of “cultural activity planning; marketing planning; corporate image planning; film and television drama planning, production and distribution; television program production; film and television cultural consulting services; cultural and creative services; organization and planning of cultural and artistic exchange activities; photography services; performance brokerage; stage lighting and sound design and installation; website construction and maintenance; software design and development; design, production, agency release all kinds of advertisements at home and abroad; engage in Internet cultural activities (involving licensed business items, which can only be operated with the permission of relevant departments)”. Party C hereby acknowledges the rights and obligations of the Pledgors and the Pledgee under this Agreement and intends to provide any necessary assistance in registering the Pledge; |
1
| 2. | The Pledgee is a wholly foreign-owned enterprise registered in China. The Pledgee and Party C have executed an Exclusive Business Cooperation Agreement (as defined below) in Beijing; the Pledgee, the Pledgors and Party C have executed an Exclusive Option Agreement (as defined below); the Pledgee and the Pledgor Fu Hongcheng executed an Debt Assignment and Offset Agreement (as defined below); the Pledgee and the Pledgor Ji Mingzhong executed a Loan Agreement (as defined below); each of the Pledgors has executed a Power of Attorney in favor of the Pledgee (as defined below); |
| 3. | To ensure that Party C and the Pledgors fully perform its or their obligations under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement, the Debt Assignment and Offset Agreement, the Loan Agreement and the Power of Attorney, the Pledgors pledge to the Pledgee all the equity interests they hold in Party C as security for the performance of Party C’ and the Pledgors’ obligations under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement, the Debt Assignment and Offset Agreement, the Loan Agreement and the Power of Attorney. |
To perform the terms of the Transaction Documents, the Parties have mutually agreed to execute this Agreement upon the following terms.
| 1. | Definitions |
Unless otherwise provided in this Agreement, the terms below shall have the following meanings:
| 1.1. | Pledge: means the security interest granted by the Pledgors to the Pledgee pursuant to Section 2 of this Agreement, i.e., the right of the Pledgee to be compensated on a preferential basis with any proceeds received from conversion, auction or sale of the Pledged Equity Interest. |
| 1.2. | Pledged Equity Interest: means 100% of the equity interests in Party C collectively held by the Pledgors now, representing RMB 1,000,000 of Party C’s registered capital, and all the future equity rights and interests in Party C held by the Pledgors. |
| 1.3. | Term of Pledge: means the term set forth in Section 3.1 of this Agreement. |
| 1.4. | Transaction Documents: means the Exclusive Business Cooperation Agreement entered into by and between Party C and the Pledgee on August 28, 2019 in Shenzhen (the “Exclusive Business Cooperation Agreement”); the Exclusive Option Agreement entered into by and among the Pledgors, Party C and the Pledgee on [December 1, 2019] in Shenzhen (the “Exclusive Option Agreement”); the Debt Assignment and Offset Agreement entered into by and among the Pledgor Fu Hongcheng and the Pledgee on [December 1, 2019] (the “Debt Assignment and Offset Agreement”); the Loan Agreement entered into by and among the Pledgor Ji Mingzhong and the Pledgee on August 28, 2019 (the “Loan Agreement”); the power of attorney executed by each of the Pledgors on [December 1, 2019] in Shenzhen (the “Power of Attorney”), and any amendments, revisions and/or restatements to the aforesaid documents. |
2
| 1.5. | Contractual Obligations: means all the obligations of the Pledgors under the Exclusive Option Agreement, the Power of Attorney and this Agreement, and all the obligations of Party C under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement, the Loan Agreement, the Debt Assignment and Offset Agreement and this Agreement. |
| 1.6. | Secured Indebtedness: means all direct, indirect, consequential losses and losses of anticipated profits suffered by the Pledgee as a result of any Event of Default of the Pledgors and/or Party C, of which the basis for the amount of such losses includes without limitation reasonable business plans and profit forecasts of the Pledgee, the service fees that Party C is obliged to pay under Exclusive Business Cooperation Agreement, as well as all expenses as incurred by the Pledgee in connection with its enforcement for the performance of Contractual Obligations against the Pledgors and/or Party C. |
| 1.7. | Event of Default: means any circumstances as set forth in Section 7 of this Agreement. |
| 1.8. | Notice of Default: means the notice issued by the Pledgee in accordance with this Agreement declaring an Event of Default. |
| 2. | The Pledge |
| 2.1. | The Pledgors hereby agree to pledge to the Pledgee the Pledged Equity Interest in accordance with this Agreement as security for the performance of the Contractual Obligations and the repayment of the Secured Indebtedness. Party C hereby agrees for the Pledgors to so pledge the Pledged Equity Interest to the Pledgee in accordance with this Agreement. |
| 2.2. | During the Term of Pledge, the Pledgee is entitled to receive any dividends or distributions in respect of the Pledged Equity Interest. With the prior written consent of the Pledgee, the Pledgors may collect such dividends or distributions in respect of the Pledged Equity Interest. Any dividends or distributions received by the Pledgee in respect of the Pledged Equity Interest after deduction of income tax paid by Pledgors shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under the custody of the Pledgee, be used as security for the Contractual Obligations and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by the PRC laws, be unconditionally donated to the Pledgee or any person designated by the Pledgee. |
3
| 2.3. | With the prior written consent of the Pledgee, the Pledgors may subscribe for increased capital in Party C. Any increase in the capital contributed by the Pledgors to the registered capital of Party C as a result of any capital increase shall also be deemed as the Pledged Equity Interest. |
| 2.4. | In the event that Party C is to be dissolved or liquidated as required by any mandatory rules of the PRC laws, upon the lawful completion of such dissolution or liquidation procedure, any proceeds distributed by Party C to the Pledgors shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under the custody of the Pledgee, and be used as security for the Contractual Obligations and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by the PRC laws, be unconditionally donated to the Pledgee or any person designated by the Pledgee. |
| 3. | Term of Pledge |
| 3.1. | The Pledge shall become effective on such date when the pledge of the Pledged Equity Interest contemplated herein has been registered with the relevant administration for industry and commerce. The Pledge shall be continuously valid until full performance of the Contractual Obligations and full satisfaction of the Secured Indebtedness. The Pledgors and Party C shall, (1) register the Pledge in the shareholders’ register of Party C within 3 business days following the execution of this Agreement, and (2) submit an application to the relevant administration for industry and commerce for the registration of the Pledge contemplated herein within 30 business days following the execution of this Agreement. The Parties covenant that for the purpose of registration of the Pledged Equity Interest, the Parties and other shareholders of Party C shall submit to the administration of industry and commerce this Agreement or an equity interest pledge agreement in the form required by the administration of industry and commerce of where Party C locates, which shall truly reflect the information of the Pledge hereunder (the “AIC Pledge Agreement”). For matters not specified in the AIC Pledge Agreement, the parties shall be bound by the provisions of this Agreement. The Pledgors and Party C shall submit all necessary documents and complete all necessary procedures, as required by the PRC laws and regulations and the relevant administration of industry and commerce, to ensure that the Pledge shall be registered as soon as possible after filing. |
| 3.2. | During the Term of Pledge, in the event the Pledgors and/or Party C fail to fulfill the Contractual Obligations or pay the Secured Indebtedness, the Pledgee shall be entitled to, but not be obliged to, exercise the Pledge in accordance with this Agreement. |
4
| 4. | Custody for Certificates of the Pledge |
| 4.1. | During the Term of Pledge, the Pledgors shall deliver to the Pledgee within one (1) week following the execution of this Agreement the certificate of capital contributions to Party C and the register of shareholders which records the Pledge. The Pledgee will place such documents in custody throughout the entire Term of Pledge specified in this Agreement. |
| 5. | Representations and Warranties of the Pledgors and Party C |
The Pledgors and Party C hereby severally and jointly represent and warrant to the Pledgee as of the date hereof as follows:
| 5.1. | The Pledgors, Fu Hongcheng and Ji Mingzhong, are the legal and beneficial owners of the Pledged Equity Interest. |
| 5.2. | The Pledgors are entitled to dispose of and transfer the Pledged Equity Interest in accordance with this Agreement. |
| 5.3. | Except for the Pledge, the Pledgors have not created any other pledges or other security interest on the Pledged Equity Interest. |
| 5.4. | The Pledgors and Party C have obtained all necessary approvals and consents from government authorities and third parties (if any) in connection with the execution, delivery and performance of this Agreement. |
| 5.5. | The execution, delivery and performance of this Agreement do not (i) result in any violation of any relevant PRC laws; (ii) result in any conflict with the articles of association or other constitutional documents of Party C; (iii) result in any breach of any agreement to which it is a party or by which it is bound, or constitute any default under any agreement to which it is a party or by which it is bound; (iv) result in any breach of any permit or license issued or granted to it and/or any condition of the validity thereof; or (v) result in the revocation or suspension of, or imposition of conditions on, any permit or license issued to it. |
| 6. | Undertakings by the Pledgors and Party C |
| 6.1. | During the Term of Pledge, the Pledgors and Party C severally and jointly undertake to the Pledgee that: |
| 6.1.1. | Without the prior written consent of the Pledgee, the Pledgors shall not transfer the Pledged Equity Interest, create or permit to be created any security interest or other encumbrances on the Pledged Equity Interest, except for the performance of the Transaction Documents. |
5
| 6.1.2. | The Pledgors and Party C shall comply with the provisions of all the laws and regulations relating to the pledge of rights, and shall, within five (5) days upon receipt of any notice, order or recommendation issued or promulgated by the relevant competent authorities regarding the Pledge, present such notice, order or recommendation to the Pledgee, and concurrently comply with such notice, order or recommendation, or object thereto upon the reasonable request or consent of the Pledgee. |
| 6.1.3. | The Pledgors and Party C shall promptly notify the Pledgee of any event or notice received by the Pledgors that may have an impact on the Pledged Equity Interest or any portion thereof, and that may change any undertakings and obligations of the Pledgors hereunder or may have an impact on the fulfillment of any obligations by the Pledgors hereunder. |
| 6.1.4. | Party C shall complete its business term extension registration formalities three (3) months prior to the expiry of its business term such that the validity of this Agreement shall be maintained. |
| 6.2. | The Pledgors agree that the rights granted to the Pledgee in respect of the Pledge hereunder shall not be interrupted or harmed by any legal procedure initiated by the Pledgors, any successors of the Pledgors or their entrusting party or any other persons. |
| 6.3. | The Pledgors undertake to the Pledgee that in order to protect or perfect the security for the Contractual Obligations and the Secured Indebtedness under this Agreement, the Pledgors shall execute in good faith and cause other parties who have interests in the Pledge to execute all the certificates of rights, agreements, and/or perform and procure other parties who have interests in the Pledge to perform acts as required by the Pledgee, facilitate the exercise of the Pledgee’s rights granted hereunder and enter into all relevant documents regarding ownership of the Pledged Equity Interest with the Pledgee or any person (individuals or legal persons) designated by the Pledgee, as well as provide the Pledgee with all notices, orders and decisions regarding the Pledge as required by the Pledgee within a reasonable period of time. |
| 6.4. | The Pledgors hereby undertake to the Pledgee to comply with and perform all the undertakings, representations and warranties and terms hereunder. In the event that the Pledgors fail to perform or fail to fully perform such undertakings, representations and warranties and terms hereunder, the Pledgors shall indemnify the Pledgee against all the losses resulting therefrom. |
6
| 7. | Event of Default |
| 7.1. | Each of the following circumstances shall constitute an Event of Default: |
| 7.1.1. | The Pledgors breach any of its obligations under the Transaction Documents and/or this Agreement. |
| 7.1.2. | Party C breaches any of its obligations under the Transaction Documents and/or this Agreement. |
| 7.2. | Should there arises any event set forth in Section 7.1 or any circumstance that may result in the foregoing events, the Pledgors and Party C shall immediately notify the Pledgee in writing. |
| 7.3. | Unless an Event of Default set forth in this Section 7.1 has been remedied at the request of the Pledgee within twenty (20) days upon receipt of the notice of the Pledgee to the Pledgors and/or Party C requesting the rectification of such Event of Default, the Pledgee may issue a Notice of Default to the Pledgors in writing at any time thereafter, requesting the exercise of the Pledge in accordance with Section 8 hereof. |
| 8. | Exercise of the Pledge |
| 8.1. | The Pledgee shall issue a Notice of Default to the Pledgors for the exercise of the Pledge. |
| 8.2. | Subject to the provisions of Section 7.3, the Pledgee may exercise its right to dispose of the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Upon the Pledgee’s exercise of its right to dispose of the Pledge, the Pledgors shall no longer own any right and interest in respect of the Pledged Equity Interest. |
| 8.3. | Upon the issuance of the Notice of Default in accordance with Section 8.1, the Pledgee is entitled to exercise all the remedies, rights and powers available to it under the PRC laws, the Transaction Documents and this Agreement, including without limitation to converse, auction or sell the Pledged Equity Interests for prior satisfaction of indebtedness. The Pledgee shall not be held liable for any losses arising from its reasonable exercise of such rights and powers. |
| 8.4. | The proceeds received by the Pledgee as a result of the exercise of the Pledge shall be first applied towards payment of the taxes and expenses payable in connection with the disposal of the Pledged Equity Interest and the performance of the Contractual Obligations and the repayment of the Secured Indebtedness to the Pledgee. Any remaining balance after the deduction of the foregoing payments, if any, shall be returned to the Pledgors or any other person who is entitled to such balance under applicable laws and regulations, or be deposited with the notary public at the place where the Pledgee is located, any costs incurred arising out of such deposit shall be borne by the Pledgors; and to the extent permitted by the PRC laws, the Pledgors shall unconditionally donate such balance to the Pledgee or any person designated by the Pledgee. |
7
| 8.5. | The Pledgee shall be entitled to elect to exercise, simultaneously or successively, any of its breach of contract remedies; the Pledgee shall not be required to first exercise other breach of contract remedies prior to exercising its right to converse, auction or sell the Pledged Equity Interest hereunder. |
| 8.6. | The Pledgee shall be entitled to designate in writing its legal counsel or other agents to exercise on its behalf the Pledge, and neither the Pledgors nor Party C shall object thereto. |
| 8.7. | When the Pledgee disposes of the Pledge in accordance with this Agreement, the Pledgors and Party C shall provide necessary assistance to the Pledgee for its exercise of the Pledge. |
| 9. | Default Liabilities |
| 9.1. | In the event that the Pledgors or Party C materially breach any provision under this Agreement, the Pledgee is entitled to terminate this Agreement and/or claim damages from the Pledgors or Party C; this Section 9 shall not preclude any other rights entitled to the Pledgee as provided under this Agreement. |
| 9.2. | The Pledgors or Party C may not terminate or cancel this Agreement in any event unless otherwise provided under the laws. |
| 10. | Assignment |
| 10.1. | The Pledgors and Party C shall not donate, transfer or dispose of their rights and obligations under this Agreement without prior written consent of the Pledgee. |
| 10.2. | This Agreement shall be binding upon the Pledgors and its successors and any permitted assignees, and effective upon the Pledgee and each of its successors and assignees. |
| 10.3. | The Pledgee may assign any or all of its rights and obligations under the Transaction Documents and this Agreement to any person designated by it at any time. In this case, the assignee shall enjoy and assume the rights and obligations of the Pledgee under the Transaction Documents and this Agreement as if the assignee were a party hereto or thereto, as applicable. |
8
| 10.4. | In the event of a change of Pledgee due to assignment, the Pledgors shall, at the request of the Pledgee, execute a new pledge agreement with the new pledgee with the same terms and conditions as this Agreement, and register such new pledge with the relevant administration for industry and commerce. |
| 10.5. | The Pledgors and Party C shall strictly comply with the provisions of this Agreement and other relevant agreements to which any Party is a party, including the Transaction Documents, and perform the obligations thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Unless with the written instructions of the Pledgee, the Pledgors shall not exercise their remaining rights in respect of the Pledged Equity Interest. |
| 11. | Termination |
| 11.1. | Upon the full and complete performance by the Pledgors and Party C of all of their Contractual Obligations and full satisfaction of the Secured Indebtedness, the Pledgee shall, upon the Pledgors’ request, release the Pledge of the Pledged Equity Interest hereunder and cooperate with the Pledgors in relation to both the deregistration of the Pledge of the Pledged Equity Interest in the shareholders’ register of Party C and the deregistration of the Pledge of the Pledged Equity Interest with the relevant administration of industry and commerce. |
| 11.2. | The provisions under Section 9, Section 13, Section 14 and this Section 11.2 shall survive the termination of this Agreement. |
| 12. | Costs and Other Expenses |
All costs and actual expenses arising in connection with this Agreement, including without limitation the legal fees, processing fees, stamp duty, any other taxes and expenses, shall be borne by Party C.
| 13. | Confidentiality |
The Parties acknowledge and confirm that the terms of this Agreement and any oral or written information exchanged among the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall keep all such confidential information confidential, and shall not, without prior written consent of the other Party, disclose any confidential information to any third parties, except for information: (a) that is or will be available to the public (other than through the unauthorized disclosure to the public by the Party receiving confidential information); (b) that is required to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) that is disclosed by any Party to its shareholders, directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to the terms set forth in this Section. Disclosure of any confidential information by the shareholders, directors, employees or entities engaged by any Party shall be deemed as disclosure of such confidential information by such Party, which Party shall be held liable for breach of contract.
9
| 14. | Governing Law and Disputes Resolution |
| 14.1. | The execution, effectiveness, interpretation, performance, amendment and termination of this Agreement and the resolution of any disputes hereunder shall be governed by the PRC laws. |
| 14.2. | Any disputes arising in connection with the implementation and performance of this Agreement shall be settled through friendly consultations among the Parties, and where such disputes are still unsolved within thirty (30) days upon issuance of the written notice by one Party to the other Parties for consultations, such disputes shall be submitted by either Party to the China International Economic and Trade Arbitration Commission for arbitration for arbitration in accordance with its arbitration rules. The arbitration shall take place in Beijing. The arbitration award shall be final and binding upon all the Parties. |
| 14.3. | The Parties agree that the arbitral tribunal or the arbitrator shall have the right to award any remedies in accordance with the terms hereunder and applicable PRC laws , including without limitation temporary and permanent injunctive remedies (as required by the business operation of Party C or compulsory transfer of the assets), the specific performance of the Contractual Obligations, the remedies in respect of Party C’s equity interests or real estates, and the liquidation orders against Party C. |
| 14.4. | To the extent permitted by PRC laws, pending the formation of an arbitral tribunal or under the appropriate circumstances, the Parties are entitled to resort to a court of competent jurisdiction for temporary injunctive remedies or other temporary remedies to support the arbitration. In this regard, the Parties reached a consensus that to the extent as permitted by applicable laws, the courts in Hong Kong, the Cayman Islands, the PRC and the place where Party C’s major assets are located shall be deemed to have jurisdiction. |
| 14.5. | Upon the occurrence of any disputes arising from the interpretation and performance of this Agreement or during the pending arbitration of any disputes, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights and perform their respective obligations hereunder. |
10
| 15. | Notices |
| 15.1. | All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the designated address of such party as listed below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively delivered shall be determined as follows: |
| 15.2. | Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively delivered on the date of receipt or refusal at the address specified for notices. |
| 15.3. | Notices given by facsimile transmission shall be deemed effectively delivered on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission). |
| 15.4. | For the purpose of notification, the addresses of the Parties are as follows: |
Party A: Tencent Music (Beijing) Co., Ltd.
Address: Room 504, 5th Floor, Gate C7, South District, National Convention Center, No. 7, Tianchen East Road, Chaoyang District, Beijing
Attention: Zhao Xiang
Tel: [ ]
E-mail: [ ]
Party B:
Name: Fu Hongcheng
Address: [ ]
Tel: [ ]
E-mail: [ ]
Name: Ji Zhongming
Address: Feiyada High-tech Building, Gaoxinnan 1st Road, Nanshan District, Shenzhen, Guangdong Province
Tel: [ ]
E-mail: [ ]
11
Party C: Niannian Youyu Culture Media (Wuhan) Co., Ltd.
Address: 18 F, Songri Dingsheng Building, Nanshan District, Shenzhen
Attention: Liu Weiguang
Tel: [ ]
E-mail: [ ]
| 15.5. | Each Party may at any time change its address for notices by delivering a notice to the other Parties in accordance with this Section. |
| 16. | Severability |
In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.
| 17. | Effectiveness |
| 17.1. | This Agreement comes into effect upon formal signing by all the Parties. |
| 17.2. | Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon signing or stamping by the Parties and completion of the governmental registration procedures (if applicable) in accordance with the regulations. |
| 18. | Language and Counterparts |
This Agreement is written in Chinese in six (6) originals, with each of the Pledgee, the Pledgors (Fu Hongcheng and Ji Mingzhong) and Party C holding one original, and the other one original will be submitted for registration.
| 19. | Agreement in the Format Required by Governmental Authorities |
If it is required to execute another agreement by using the format of the governmental authorities for this transaction provided in this Agreement in order to request the governmental authorities to conduct certain behaviors, this Agreement shall prevail. And the other agreement shall be used only for the purpose of requesting the governmental authorities to conduct certain behaviors, but shall not be used to set up or certify the rights and obligations with respect to the matters set forth in this Agreement.
[The remainder of this page is intentionally left blank]
12
IN WITNESS HEREOF, the Parties have caused this Equity Interest Pledge Agreement to be executed by their respective authorized representative on the date first above written.
Party A: Tencent Music (Beijing) Co., Ltd.
[Company Chop is affixed]
Signature: /s/ Yang Qihu
Name: Yang Qihu
Title: Legal Representative
Party B:
The Pledgor: Fu Hongcheng
Signature: /s/ Fu Hongcheng
The Pledgor: Ji Mingzhong
Signature: /s/ Ji Mingzhong
Party C: Niannian Youyu Culture Media Co., Ltd.
[Company Chop is affixed]
Signature: /s/ Ji Mingzhong
Name: Ji Mingzhong
Title: Legal Representative
Signature Page to the Equity Interest Pledge Agreement by and among Tencent Music (Beijing) Co., Ltd.,
Fu Hongcheng, Ji Mingzhong and Niannian Youyu Culture Media (Wuhan) Co., Ltd.
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/9/21 | 6-K, SC 13G/A | ||
| For Period end: | 12/31/20 | |||
| 6/10/20 | ||||
| 12/1/19 | ||||
| 8/28/19 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/24 Tencent Music Entertainment Group 20-F 12/31/23 162:27M Donnelley … Solutions/FA 4/25/23 Tencent Music Entertainment Group 20-F 12/31/22 181:40M Donnelley … Solutions/FA 4/26/22 Tencent Music Entertainment Group 20-F 12/31/21 196:24M Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/04/20 Tencent Music Entertainment Group 6-K 9/04/20 3:169K Donnelley … Solutions/FA 8/27/20 Tencent Music Entertainment Group 424B2 1:924K Donnelley … Solutions/FA 8/24/20 Tencent Music Entertainment Group F-3ASR 8/24/20 7:964K Donnelley … Solutions/FA 3/25/20 Tencent Music Entertainment Group 20-F 12/31/19 193:33M ActiveDisclosure/FA 12/03/18 Tencent Music Entertainment Group F-1/A 14:10M Donnelley … Solutions/FA 11/30/18 Bank of New York/ADR Division F-6 3:309K Tencent Music Entertainme… Gp/ADR Emmet Marvin & Mart… LLP 10/02/18 Tencent Music Entertainment Group F-1 63:14M Donnelley … Solutions/FA |