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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-4.10 |
Exhibit 4.10
Exclusive Option Agreement
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of March 10, 2021 in Beijing, the People’s Republic of China (“China” or the “PRC”):
| Party A: | Tencent Music (Beijing) Co., Ltd., a wholly foreign-owned enterprise, organized and existing under the laws of the PRC, with its address at Room 303, 3rd Floor of 101, -2nd to 8th Floor, No. 7 Building, East Tianchen Road, Chaoyang District, Beijing; | |
| Party B: | Beijing Zhizheng Music Culture Co., Ltd., a limited liability company, organized and existing under the laws of the PRC, with its address at Room 0118, 4th Floor, Block A, Building 24, No. 68 Beiqing Road, Haidian District, Beijing; and | |
| Party C: | Xizang Qiming Music Co., Ltd., a limited liability company, organized and existing under the laws of the PRC, with its address at No.3-504 Industrial Park Management Committee, Duilong Deqing District, Lhasa, Tibet. | |
In this Agreement, Party A, Party B, and Party C shall each be referred to as a “Party” respectively, and shall be collectively referred to as the “Parties”.
Whereas:
| 1. | Party B, Beijing Zhizheng Music Culture Co., Ltd., is the shareholder of Party C, holding 100 % of the equity interests of Party C which represents RMB 10,000,000 in the registered capital of Party C. |
| 2. | Party B intends to irrevocably grant Party A an exclusive option to purchase the entire equity interest in Party C without prejudice of PRC laws, and Party A intends to accept such equity interest purchase option (defined as below). |
| 3. | Party C intends to irrevocably grant Party A an exclusive option to purchase its entire assets without prejudice to PRC laws, and Party A intends to accept such asset purchase option (defined as below). |
After mutual discussions and negotiations, the Parties have now reached the following agreement:
| 1. | Sale and Purchase of Equity Interest and Assets |
| 1.1 | Option Granted |
| 1.1.1 | Whereas Party A paid Party B RMB 10 as consideration, and Party B confirmed the receipt and the sufficiency of such consideration, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole at Party A’s sole and absolute discretion to the extent permitted by PRC laws and at the price described in Section 1.3 herein (“Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts, or non-corporate organizations. |
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| 1.1.2 | Party C hereby exclusively, irrevocably and unconditionally grants Party A an irrevocable and exclusive right to require Party C to transfer part or all of company assets (the assets may be transferred in whole or in part at Party A’s sole discretion and commercial consideration, “Purchased Asset ”) to Party A or its Designee to the extent permitted by PRC laws and under the terms and conditions herein (“Asset Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Asset Purchase Option or any other right with respect to Party C’s assets. Party A agrees to accept such Asset Purchase Option. |
| 1.1.3 | Party B hereby jointly and severally agrees that Party C grants such Asset Purchase Option to Party A in accordance with Section 1.1.2 above and other terms herein, and the Purchased Asset may be transferred to Party A or Designee(s) by Party A when the Asset Purchase Option is exercised. |
| 1.2 | Steps for Exercise |
| 1.2.1 | The exercise of the Equity Interest Purchase Option and the Asset Purchase Option by Party A shall be subject to the provisions of the laws and regulations of China. |
| 1.2.2 | When Party A exercises the Equity Interest Purchase Option, a written notice shall be issued to Party B (the “Equity Interest Purchase Option Notice”), specifying:(a) Party A’s or the Designee’s decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased by Party A or the Designee from Party B (the “Optioned Interests”); and (c) the date for purchasing the Optioned Interests or the date for the transfer of the Optioned Interests. |
| 1.2.3 | When Party A exercises the Asset Purchase Option, a written notice shall be issued to Party B (the “Asset Purchase Option Notice”), specifying:(a) Party A’s or the Designee’s decision to exercise the Asset Purchase Option; (b) the list of assets to be purchased by Party A or the Designee from Party B (the “Optioned Asset”); and (c) the date for purchasing the Optioned Asset or the date for the transfer of the Optioned Asset. |
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| 1.3 | Purchase Price |
| 1.3.1 | The purchase price (“Benchmark Purchase Price”) of all equity interests shall be RMB 10. If PRC law requires a minimum price higher than the Benchmark Purchase Price when Party A exercises the Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price (collectively, the “Equity Interest Purchase Price”). |
| 1.3.2 | Party B undertakes that it shall transfer the full amount of Equity Interest Purchase Price obtained by Party B to Party A’s designated bank account. |
| 1.3.3 | In terms of Asset Purchase Option, Party A or its Designee shall pay RMB 1 as the purchase price for each exercise of the Asset Purchase Option. If PRC law requires a minimum price higher than the aforementioned net book value of the assets, the minimum price regulated by PRC law shall be the purchase price (collectively, the “Asset Purchase Price”). |
| 1.3.4 | Party C undertakes that it shall transfer the full amount of Asset Interest Purchase Price obtained by Party C to Party A’s designated bank account. |
| 1.4 | Transfer of Optioned Interests |
For each exercise of the Equity Interest Purchase Option:
| 1.4.1 | Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s). |
| 1.4.2 | Party B shall obtain written statements from the other shareholders (if any) of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto. |
| 1.4.3 | Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests. |
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| 1.4.4 | The relevant Parties shall execute all other necessary contracts, agreements, or documents, obtain all necessary government licenses and permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement, and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modifications, amendments, and restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modifications, amendments, and restatements thereto. |
| 1.5 | Transfer of Purchased Assets |
For each exercise of the Equity Interest Purchase Option:
| 1.5.1 | Party C shall obtain all necessary internal authorizations in accordance with Party B’s then effective articles of association. |
| 1.5.2 | Party C shall enter into an asset transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Asset Purchase Option Notice regarding the Purchased Assets. |
| 1.5.3 | The relevant Parties shall execute all other necessary contracts, agreements, or documents, obtain all necessary government licenses and permits, and take all necessary actions to transfer the valid ownership of the Purchased Assets to Party A and/or the Designee(s), unencumbered by any security interests. |
| 2. | Covenants |
| 2.1 | Covenants regarding Party C |
Party B (as shareholders of Party C) and Party C hereby covenant on the following:
| 2.1.1 | Without the prior written consent of Party A, they shall not in any manner supplement, change, or amend the articles of association of Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners. |
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| 2.1.2 | They shall maintain Party C’s corporate existence in accordance with good financial and business standards and practices, as well as obtain and maintain all necessary government licenses and permits by prudently and effectively operating its business and handling its affairs. |
| 2.1.3 | Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage, or dispose of in any manner any material assets of Party C or legal or beneficial interest in the material business or revenues of Party C of more than RMB 100,000, or allow the encumbrance thereon of any security interests. |
| 2.1.4 | Without the prior written consent of Party A, they shall not incur, inherit, guarantee, or suffer the existence of any debt, except for (i) payables incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A which Party A’s written consent has been obtained. |
| 2.1.5 | They shall always operate all of Party C’s businesses within the normal business scope to maintain the asset value of Party C and refrain from any action/omission that may affect Party C’s operating status and asset value. |
| 2.1.6 | Without the prior written consent of Party A, they shall not cause Party C to execute any material contract, except the contracts in the ordinary course of business (for the purpose of this subsection, a contract with a price exceeding RMB 100,000 shall be deemed a material contract). |
| 2.1.7 | Without the prior written consent of Party A, they shall not cause Party C to provide any person with a loan or credit. |
| 2.1.8 | They shall provide Party A with information on Party C’s business operations and financial condition upon Party A’s request. |
| 2.1.9 | If requested by Party A, they shall procure and maintain insurance in respect of Party C’s assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses and own similar assets in the same area. |
| 2.1.10 | Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire, or invest in any person. |
| 2.1.11 | They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration, or administrative proceedings relating to Party C’s assets, business, or revenue. |
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| 2.1.12 | To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against all claims. |
| 2.1.13 | Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to its shareholders, provided that upon Party A’s written request, Party C shall immediately distribute all distributable profits to its shareholders. |
| 2.1.14 | At the request of Party A, they shall appoint any person designated by Party A as the director or executive director of Party C. |
| 2.1.15 | Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates. |
| 2.1.16 | Unless otherwise required by PRC law, Party C shall not be dissolved or liquidated without prior written consent by Party A. |
| 2.2 | Covenants of Party B |
Party B hereby covenants to the following:
| 2.2.1 | Without the prior written consent of Party A, at any time from the date of execution of this Agreement, Party B shall not sell, transfer, mortgage, or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. |
| 2.2.2 | Party B shall cause the shareholders’ meeting and/or the directors (or the executive director) of Party C not to approve any sale, transfer, mortgage, or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any other security interest without the prior written consent of Party A, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. |
| 2.2.3 | Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person. |
| 2.2.4 | Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration, or administrative proceedings relating to the equity interests in Party C held by Party B. |
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| 2.2.5 | Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A. |
| 2.2.6 | To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against all claims. |
| 2.2.7 | Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A. |
| 2.2.8 | Party B hereby waives its right of first refusal with respect to the transfer of equity interest by any other shareholder of Party C to Party A (if any), and gives consent to the execution by each other shareholder of Party C with Party A and Party C the exclusive option agreement, the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney, and accepts not to take any actions in conflict with such documents executed by the other shareholders. |
| 2.2.9 | Party B shall promptly donate any profits, interests, dividends, or proceeds of liquidation to Party A or any other person designated by Party A to the extent permitted under the applicable PRC laws. And |
| 2.2.10 | Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C, and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under Party B’s Equity Interest Pledge Agreement or under Party B’s Power of Attorney, Party B shall not exercise such rights excluding in such manner in accordance with the written instructions of Party A. |
| 3. | Representations and Warranties |
Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer, that:
| 3.1 | They have the power, capacity, and authority to execute and deliver this Agreement and any equity interest transfer contracts to which they are parties concerning each transfer of the Optioned Interests as described thereunder (each, a “Transfer Contract”), and to perform their obligations under this Agreement and any Transfer Contract. Party B and Party C agree to enter into Transfer Contracts substantially consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid, and binding obligations, and shall be enforceable against them in accordance with the provisions thereof. |
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| 3.2 | Party B and Party C have obtained any and all approvals and consents from the relevant government authorities and third parties (if required) for the execution, delivery, and performance of this Agreement. |
| 3.3 | The execution and delivery of this Agreement or any Transfer Contract and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violations of any applicable PRC laws; (ii) be inconsistent with the articles of association, bylaws, or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them. |
| 3.4 | Party B has a good and merchantable title to the equity interests held by Party B in Party C. Except for Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney, Party B has not placed any security interest on such equity interests. |
| 3.5 | Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets. |
| 3.6 | Party C does not have any outstanding debts, except for (i) debt incurred within its normal business scope; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained. |
| 3.7 | Party C has complied with all laws and regulations of China applicable to asset acquisitions. And |
| 3.8 | There is no pending or threatened litigation, arbitration, or administrative proceedings relating to the equity interests in Party C, assets of Party C, or Party C itself. |
| 4. | Effective Date and Term |
This Agreement shall become effective upon execution by the Parties, and remain in effect until all equity interests held by Party B in Party C have been transferred or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement.
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| 5. | Governing Law and Disputes Resolution |
| 5.1 | Governing Law |
The execution, effectiveness, interpretation, performance, amendment, and termination of this Agreement as well as any dispute resolution hereunder shall be governed by the laws of the PRC.
| 5.2 | Methods of Disputes Resolution |
In the event of any dispute arising with respect to the construction and performance of this Agreement, the Parties shall first attempt to resolve the dispute through friendly negotiations. In the event that the Parties fail to reach an agreement on the dispute within 30 days after either Party’s written request to the other Parties for dispute resolution through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Beijing, and the arbitration award shall be final and binding to all Parties.
Each Party agrees that the arbitral tribunal or arbitrator shall have the right to gives any remedies, including preliminary and permanent injunctive relief (such as injunction against carrying out business activities, or mandating the transfer of assets), specific performance of contractual obligations, remedies concerning the equity interest or assets of Party C and awards directing Party C to conduct liquidation.
To the extent permitted by PRC laws, when awaiting the formation of the arbitration tribunal or otherwise under appropriate conditions, either Party may seek preliminary injunctive relief or other interlocutory remedies from a court with competent jurisdiction to facilitate the arbitration. Without violating the applicable governing laws, the Parties agree that the courts of Hong Kong SAR, Cayman Islands, China and the place where the main assets of Party C are located shall all be deemed to have competent jurisdiction.
Upon the occurrence of any disputes arising from the interpretation and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.
| 6. | Taxes and Fees |
Each Party shall pay any and all transfer and registration taxes, expenses, and fees incurred thereby or levied thereon in accordance with the laws of the PRC in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.
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| 7. | Notices |
| 7.1 | All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, prepaid postage, commercial courier services, or facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows: |
| 7.1.1 | Notices given by personal delivery, courier services, registered mail, or prepaid postage shall be deemed effectively given on the date of receipt or refusal at the address specified for such notices. |
| 7.1.2 | Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of the transmission). |
| 7.2 | For the purpose of notices, the addresses of the Parties are as follows: |
| Party A: | Tencent Music (Beijng) Co., Ltd. | |||
| Address: | 5th Floor, South District, China National Convention Center, No. 7 Tianchen East Road, Chaoyang District, Beijing | |||
| Attn: | TME Legal Management Department - Investment and M&A | |||
| Email: | [ ] | |||
| Party B: | Beijing Zhizheng Music Culture Co., Ltd. | |||
| Address: | 5th Floor, South District, China National Convention Center, No. 7 Tianchen East Road, Chaoyang District, Beijing | |||
| Attn: | TME Legal Management Department - Investment and M&A | |||
| Email: | [ ] | |||
| Party C: | Xizang Qiming Music Co., Ltd. | |||
| Address: | 5th Floor, South District, China National Convention Center, No. 7 Tianchen East Road, Chaoyang District, Beijing | |||
| Attn: | TME Legal Management Department - Investment and M&A | |||
| Email: | [ ] | |||
| 7.3 | Any Party may at any time change its address for notices by having a notice delivered to the other Parties in accordance with the terms hereof. |
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| 8. | Confidentiality |
The Parties acknowledge that the existence and the terms of this Agreement, and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain the confidentiality of all such confidential information, and without obtaining the written consent of other Parties, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be featured in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation 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) is required to be 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 confidential obligations similar to those set forth in this Section. Disclosure of any confidential information by the shareholders, director, employees of, or agencies engaged by any Party shall be deemed disclosure of such confidential information by such Party and that Party shall be held liable for breach of this Agreement.
| 9. | Further Warranties |
The Parties agree to promptly execute the documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and to take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.
| 10. | Breach of Agreement |
| 10.1 | If Party B or Party C conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreement and/or require Party B or Party C to compensate all damages This Section 10 shall not prejudice any other rights of Party A herein. |
| 10.2 | Party B or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by the applicable laws. |
| 11. | Force Majeure Event |
| 11.1 | “Force Majeure Event” means any event that is beyond one Party’s scope of reasonable control, and is unavoidable under the affected Party’s reasonable care, including but not limited to, natural disasters, wars, riots, etc. However, lack of credit, funding or financing may not be considered as beyond one Party’s reasonable control. When the implementation of this Agreement is delayed or hindered due to any Force Majeure Event, the affected Party shall not bear any liability for such delayed and hindered performance under this Agreement. The Party affected by Force Majeure Event seeking to waive any liability under this Agreement shall notify the other Party as soon as possible of the exemption and the steps to be taken to complete the performance. |
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| 11.2 | The Party affected by Force Majeure Event shall not bear any liability under this Agreement. The Party seeking to waive liability can only be exempted when he affected Party has made reasonable and feasible efforts to perform this Agreement and such exemption shall be limited to such delayed and hindered performance. Once the reasons for such exemption are corrected and remedied, the Parties agree to use their best efforts to perform this Agreement. |
| 12. | Miscellaneous |
| 12.1 | Amendments, changes, and supplements |
Any amendments, changes, and supplements to this Agreement shall require the execution of a written agreement by all of the Parties.
| 12.2 | Entire agreement |
Except for the amendments, supplements, or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supersede all prior oral and written consultations, representations, and contracts reached with respect to the subject matter of this Agreement.
| 12.3 | Headings |
The headings of this Agreement are for convenience only, and shall not be used to interpret, explain, or otherwise affect the meanings of the provisions of this Agreement.
| 12.4 | Language |
This Agreement is written in Chinese in three (3) originals, with each Party having one copy.
| 12.5 | 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 the relevant laws 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.
| 12.6 | Successors |
This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.
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| 12.7 | Survival |
| 12.7.1 | Any obligations that occur or are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof. |
| 12.7.2 | The provisions of Sections 5, 8, 10 and this Section 12.7 shall survive the termination of this Agreement. |
| 12.8 | Waivers |
Any Party may waive the terms and conditions of this Agreement, provided that such waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall be deemed as a waiver by such Party with respect to any similar breach in other circumstances.
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IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Exclusive Option Agreement as of the date first above written.
| Party A: Tencent Music (Beijing) Co., Ltd. |
| [Company Chop is affixed] |
| /s/ Tencent Music (Beijing) Co., Ltd. |
| Party B: Beijing Zhizheng Music Culture Co., Ltd. |
| [Company Chop is affixed] |
| /s/ Beijing Zhizheng Music Culture Co., Ltd. |
| Party C: Xizang Qiming Music Co., Ltd. |
| [Company Chop is affixed] |
| /s/ Xizang Qiming Music Co., Ltd. |
Signature Page of Exclusive Option Agreement among Tencent Music (Beijing) Co., Ltd., Beijing Zhizheng Music Culture Co., Ltd. and Xizang Qiming Music Co., Ltd.
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/9/21 | 6-K, SC 13G/A | ||
| 3/10/21 | ||||
| For Period end: | 12/31/20 | |||
| 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 |