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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/25/20 Tencent Music Entertainment Group 20-F 12/31/19 193:33M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 2.66M
2: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, HTML 146K
Liquidation or Succession
3: EX-4.26 Instrument Defining the Rights of Security Holders HTML 110K
4: EX-4.27 Instrument Defining the Rights of Security Holders HTML 135K
5: EX-4.30 Instrument Defining the Rights of Security Holders HTML 56K
6: EX-4.32 Instrument Defining the Rights of Security Holders HTML 53K
7: EX-4.34 Instrument Defining the Rights of Security Holders HTML 56K
8: EX-4.47 Instrument Defining the Rights of Security Holders HTML 53K
9: EX-4.48 Instrument Defining the Rights of Security Holders HTML 145K
10: EX-4.49 Instrument Defining the Rights of Security Holders HTML 144K
11: EX-4.51 Instrument Defining the Rights of Security Holders HTML 110K
12: EX-4.53 Instrument Defining the Rights of Security Holders HTML 56K
13: EX-4.54 Instrument Defining the Rights of Security Holders HTML 53K
14: EX-4.61 Instrument Defining the Rights of Security Holders HTML 115K
15: EX-4.62 Instrument Defining the Rights of Security Holders HTML 135K
16: EX-4.63 Instrument Defining the Rights of Security Holders HTML 101K
17: EX-4.64 Instrument Defining the Rights of Security Holders HTML 133K
18: EX-4.65 Instrument Defining the Rights of Security Holders HTML 65K
19: EX-4.66 Instrument Defining the Rights of Security Holders HTML 54K
20: EX-4.67 Instrument Defining the Rights of Security Holders HTML 121K
21: EX-4.68 Instrument Defining the Rights of Security Holders HTML 126K
22: EX-4.69 Instrument Defining the Rights of Security Holders HTML 100K
23: EX-4.70 Instrument Defining the Rights of Security Holders HTML 85K
24: EX-4.71 Instrument Defining the Rights of Security Holders HTML 95K
25: EX-4.72 Instrument Defining the Rights of Security Holders HTML 56K
26: EX-4.73 Instrument Defining the Rights of Security Holders HTML 61K
27: EX-4.74 Instrument Defining the Rights of Security Holders HTML 110K
28: EX-4.75 Instrument Defining the Rights of Security Holders HTML 110K
29: EX-4.76 Instrument Defining the Rights of Security Holders HTML 115K
30: EX-4.77 Instrument Defining the Rights of Security Holders HTML 110K
31: EX-4.78 Instrument Defining the Rights of Security Holders HTML 92K
32: EX-4.79 Instrument Defining the Rights of Security Holders HTML 62K
33: EX-4.80 Instrument Defining the Rights of Security Holders HTML 62K
34: EX-4.81 Instrument Defining the Rights of Security Holders HTML 56K
35: EX-4.82 Instrument Defining the Rights of Security Holders HTML 56K
36: EX-8.1 Opinion of Counsel re: Tax Matters HTML 53K
39: EX-13.1 Annual or Quarterly Report to Security Holders HTML 52K
40: EX-13.2 Annual or Quarterly Report to Security Holders HTML 52K
37: EX-12.1 Statement re: Computation of Ratios HTML 59K
38: EX-12.2 Statement re: Computation of Ratios HTML 59K
41: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 52K
42: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 52K
43: EX-15.3 Letter re: Unaudited Interim Financial Info HTML 50K
150: R1 Document and Entity Information HTML 117K
59: R2 Consolidated Income Statements HTML 122K
116: R3 Consolidated Statements of Comprehensive Income HTML 79K
164: R4 Consolidated Balance Sheets HTML 165K
151: R5 Consolidated Statements of Changes in Equity HTML 135K
62: R6 Consolidated Statements of Cash Flows HTML 133K
118: R7 General information, organization and basis of HTML 208K
preparation
167: R8 Summary of Significant Accounting Policies HTML 265K
148: R9 Financial Risk Management HTML 86K
78: R10 Critical accounting estimates and judgments HTML 65K
93: R11 Revenue HTML 54K
191: R12 Interest Income HTML 53K
133: R13 Other gains/(losses), net HTML 96K
80: R14 Expense by nature HTML 118K
95: R15 Taxation HTML 400K
192: R16 Earning per share HTML 141K
134: R17 Property Plant And Equipment HTML 264K
76: R18 Right-of-Use Assets HTML 84K
97: R19 Intangible Assets HTML 377K
156: R20 Goodwill HTML 73K
140: R21 Investments accounted for using equity method HTML 148K
53: R22 Financial Assets at Fair Value HTML 119K
108: R23 Prepayments deposits and other assets HTML 99K
158: R24 Accounts receivable HTML 109K
142: R25 Term deposit HTML 54K
54: R26 Cash and cash equivalents HTML 71K
109: R27 Share capital HTML 241K
160: R28 Other Reserves HTML 277K
138: R29 Share Based Compensation HTML 715K
129: R30 Other Payables and Other Liabilities HTML 122K
188: R31 Deferred revenue HTML 71K
100: R32 Acquisition of subsidiaries accounted for as HTML 56K
business combination under common control
84: R33 Business Combination HTML 77K
127: R34 Cash flow information HTML 190K
186: R35 Financial instruments by category HTML 190K
99: R36 Commitments HTML 91K
83: R37 Related Party Transactions HTML 181K
131: R38 Contingent liabilities HTML 58K
183: R39 Events occurring after the reporting period HTML 59K
153: R40 Approval of these consolidated financial HTML 53K
statements
174: R41 Summary of Significant Accounting Policies HTML 326K
(Policies)
111: R42 General information, organization and basis of HTML 169K
preparation (Tables)
58: R43 Summary of Significant Accounting Policies HTML 86K
(Tables)
152: R44 Other gains/(Losses), Net (Tables) HTML 95K
173: R45 Expense by nature (Tables) HTML 116K
110: R46 Taxation (Tables) HTML 397K
57: R47 Earning per share (Tables) HTML 136K
154: R48 Property Plant And Equipment (Tables) HTML 265K
171: R49 Right-of-Use Assets (Tables) HTML 80K
179: R50 Intangible Assets (Tables) HTML 377K
125: R51 Goodwill (Tables) HTML 69K
67: R52 Investments accounted for using equity method HTML 149K
(Tables)
85: R53 Financial Assets at Fair Value (Tables) HTML 118K
180: R54 Prepayments deposits and other assets (Tables) HTML 97K
126: R55 Accounts receivable (Tables) HTML 110K
68: R56 Cash and Cash Equivalents (Tables) HTML 69K
86: R57 Share capital (Tables) HTML 215K
181: R58 Other Reserves (Tables) HTML 276K
124: R59 Share Based Compensation (Tables) HTML 703K
63: R60 Other Payables and Other Liabilities (Tables) HTML 122K
112: R61 Deferred revenue (Tables) HTML 67K
165: R62 Business Combination (Tables) HTML 75K
145: R63 Cash flow information (Tables) HTML 191K
66: R64 Financial instruments by category (Tables) HTML 189K
115: R65 Commitments (Tables) HTML 87K
169: R66 Related Party Transactions (Tables) HTML 181K
149: R67 General Information, Organization and Basis of HTML 90K
Preparation - Summary of Significant Subsidiaries,
VIEs, and Subsidiaries of VIEs (Details)
60: R68 General Information, Organization and Basis of HTML 54K
Preparation - Additional Information (Details)
117: R69 General Information, Organization and Basis of HTML 107K
Preparation - Summary of Condensed Separate
Financial Statements (Details)
92: R70 Summary of Significant Accounting Policies - HTML 85K
Additional Information (Details)
72: R71 Summary of Significant Accounting Policies - HTML 67K
Summary of Lease at Date of Initial Application
(Details)
123: R72 Summary of Significant Accounting Policies - HTML 63K
Summary of Estimated Useful Lives of Property,
Plant and Equipment (Detail)
178: R73 Summary of Significant Accounting Policies - HTML 69K
Summary of Estimated Useful Lives of Acquired
Intangible Assets (Detail)
89: R74 Financial Risk Management - Additional Information HTML 104K
(Details)
69: R75 Revenue - Additional Information (Details) HTML 52K
120: R76 Other gains/(losses), net - Summary of Other HTML 66K
gains/(Losses), Net (Details)
175: R77 Expense by nature - Summary of Expense By Nature HTML 59K
(Details)
88: R78 Expense by nature - Summary of Expense By Nature HTML 55K
(Parenthetical) (Details)
74: R79 Expense by Nature - Summary of Employee Benefits HTML 62K
Expenses (Details)
91: R80 Taxation - Additional Information (Details) HTML 83K
71: R81 Taxation - Summary of Income Tax Expenses HTML 60K
(Details)
122: R82 Taxation - Summary of Reconciliation of Income Tax HTML 81K
(Details)
177: R83 Taxation - Summary of Reconciliation of Income Tax HTML 52K
(Parenthetical) (Details)
90: R84 Taxation - Summary of Amount and Per Share Effect HTML 56K
of Tax Holiday (Details)
70: R85 Taxation - Summary of Profit Before Tax (Details) HTML 58K
121: R86 Taxation - Summary of Deferred Tax Assets and HTML 78K
Deferred Tax Liabilities (Details)
176: R87 Taxation - Summary of Recovery of Deferred Income HTML 62K
Tax (Details)
87: R88 Taxation - Summary of Movements of Deferred Income HTML 74K
Tax Assets (Details)
73: R89 Taxation - Summary of Movements of Deferred Income HTML 67K
Tax Liabilities (Details)
64: R90 Earning per share - Additional Information HTML 51K
(Details)
113: R91 Earning per share - Summary of Computation of HTML 72K
Basic and Diluted Net Income Per Share (Details)
166: R92 Property Plant and Equipment - Summary of Property HTML 92K
Plant and Equipment (Details)
146: R93 Property Plant and Equipment - Summary of HTML 60K
Depreciation Charged to Consolidated Income
Statements (Details)
65: R94 Right-of -Use Assets - Schedule of Carrying HTML 63K
Amounts of Right-of-Use Assets (Details)
114: R95 Right-of -Use Assets - Additional Information HTML 63K
(Details)
168: R96 Intangible Assets - Summary of Intangible Assets HTML 98K
(Details)
147: R97 Intangible Assets - Summary of Amortization of HTML 60K
Intangible Assets Allocated (Details)
61: R98 Goodwill - Summary of Goodwill (Details) HTML 56K
119: R99 Goodwill - Additional Information (Details) HTML 63K
52: R100 Investments Accounted for Using Equity Method - HTML 59K
Summary of Investments Accounted for Using Equity
Method (Detail)
104: R101 Investments Accounted for Using Equity Method - HTML 59K
Summary of Share of Profits/(Losses) of
Investments Accounted for Using Equity Method
(Detail)
163: R102 Investments Accounted for Using Equity Method - HTML 78K
Summary of Movement of Investments in Associates
and Joint Ventures (Detail)
144: R103 Financial Assets at Fair Value - Summary of HTML 62K
Financial Assets at Fair Value Through Other
Comprehensive Income (Details)
51: R104 Financial Assets at Fair Value - Summary of HTML 66K
Movement of Other Investment (Details)
103: R105 Financial Assets at Fair Value - Summary of HTML 56K
Movement of Other Investment (Parenthetical)
(Details)
162: R106 Prepayments, deposits and other - Summary of HTML 70K
Prepayments, deposits and other assets (Detail)
143: R107 Accounts Receivables - Summary of Accounts HTML 67K
Receivable and Ageing Analysis (Details)
50: R108 Accounts Receivable - Summary of Loss Allowances HTML 58K
for Accounts Receivables (Details)
105: R109 Term Deposits - Additional Information (Details) HTML 55K
96: R110 Cash and Cash Equivalents - Schedule of Cash and HTML 58K
Cash Equivalents (Details)
75: R111 Cash and Cash Equivalents - Additional Information HTML 54K
(Details)
135: R112 Share Capital - Schedule of Classes of Share HTML 106K
Capital (Details)
189: R113 Share Capital - Schedule of Classes of Share HTML 55K
Capital (Parenthetical) (Details)
98: R114 Share Capital - Schedule Analysis of Issued Shares HTML 63K
(Details)
77: R115 Share Capital - Additional Information (Detail) HTML 119K
136: R116 Schedule of Other Reserve (Details) HTML 104K
190: R117 Share Based Compensation - Additional Information HTML 108K
(Details)
94: R118 Share Based Compensation - Schedule of Number, HTML 149K
weighted Average Exercise Prices and
Weighted-average Grant Date Fair Value of Share
Options (Details)
79: R119 Share Based Compensation - Schedule of Share HTML 157K
Options Outstanding (Details)
137: R120 Share Based Compensation - Schedule of Movements HTML 74K
in the number of RSUs and Awarded Shares (Details)
159: R121 Share Based Compensation - Summary of Assumptions HTML 75K
Used to Determine Fair value of Share Options
(Details)
106: R122 Other Payables and Other Liabilities - Summary of HTML 81K
Other Payables and Other Liabilities (Details)
55: R123 Other Payables and Other Liabilities - Summary of HTML 55K
Other Payables and Other Liabilities
(Parenthetical) (Details)
139: R124 Deferred Revenue - Summary of Contract Liabilities HTML 57K
(Details)
161: R125 Deferred Revenue - Additional Information HTML 58K
(Details)
107: R126 Acquisition of Subsidiaries Accounted for As HTML 77K
Business Combination Under Common Control -
Additional Information (Details)
56: R127 Business Combination - Additional Information HTML 57K
(Details)
141: R128 Business Combination - Summary of Amount of HTML 74K
Identified Assets Acquired and Liabilities Assumed
(Details)
157: R129 Cash Flow Information - Summary of Cash Generated HTML 97K
from Operations (Details)
184: R130 Cash Flow Information - Summary of Non-cash HTML 63K
Investing and Financing Activities (Details)
132: R131 Financial Instruments by Category - Summary of HTML 95K
Financial Instruments by Category (Details)
82: R132 Financial Instruments by Category - Additional HTML 54K
Information (Details)
102: R133 Commitments - Summary of Future Minimum HTML 57K
Commitments for Non Cancellable Operating
Commitments (Details)
182: R134 Commitments - Summary of Minimum Royalty Payments HTML 59K
Under Licensing Agreement (Details)
130: R135 Commitments - Additional Information (Details) HTML 64K
81: R136 Related Party Transactions - Summary of Major HTML 55K
Related Parties and Relationships with the Group
(Details)
101: R137 Related Party Transactions - Summary of HTML 73K
Significant Related Party Transaction (Details)
187: R138 Related Party Transactions - Summary of Balances HTML 64K
with Related Parties (Details)
128: R139 Related Party Transactions - Summary of Key HTML 59K
Management Personnel Compensation (Details)
172: R140 Contingent Liabilities - Additional Information HTML 51K
(Details)
155: R141 Events Occurring after the Reporting Period - HTML 60K
Additional Information (Details)
193: XML IDEA XML File -- Filing Summary XML 312K
185: EXCEL IDEA Workbook of Financial Reports XLSX 185K
44: EX-101.INS XBRL Instance -- tme-20191231 XML 9.39M
46: EX-101.CAL XBRL Calculations -- tme-20191231_cal XML 355K
47: EX-101.DEF XBRL Definitions -- tme-20191231_def XML 1.20M
48: EX-101.LAB XBRL Labels -- tme-20191231_lab XML 2.36M
49: EX-101.PRE XBRL Presentations -- tme-20191231_pre XML 1.83M
45: EX-101.SCH XBRL Schema -- tme-20191231 XSD 496K
170: ZIP XBRL Zipped Folder -- 0001564590-20-012674-xbrl Zip 405K
Exhibit 4.51
Of
Beijing Kuwo Technology Co., Ltd.
By and Among
All the shareholders listed in Schedule A
Yeelion Online Network Technology (Beijing) Co., Ltd.
and
Beijing Kuwo Technology Co., Ltd.
This Voting Trust Agreement (the “Agreement”) is entered into on October 1, 2019 by and among the following Parties:
|
1. |
All the Shareholders Listed in Schedule A, of which the information please see Schedule A. |
(All the shareholders listed in Schedule A separately and collectively referred to as the “Each of Shareholders”);
|
2. |
Yeelion Online Network Technology (Beijing) Co., Ltd. (the “WFOE”) |
Registered address: B-521-B062, 5/F, Building 2, 1 Nongda South Road, Haidian District, Beijing
|
3. |
Beijing Kuwo Technology Co., Ltd.(the “Company”) |
Registered address: B-207-161, 2/F, Building 2, 1 Nongda South Road, Haidian District, Beijing
(In this Agreement, each Party shall be referred to as a “Party” respectively or as the “Parties” collectively.)
Whereas:
|
1. |
Each of Shareholders is the shareholder of the Company and hold 100% equity interests of the Company. |
|
2. |
Each of Shareholders intend to respectively entrust the persons designated by the WFOE to exercise the voting rights they hold in the Company and the WFOE wishes to accept such entrustment through its designated persons. |
The Parties agree as follows through friendly negotiation:
Article 1 Voting Rights Entrustment
|
1.1 |
Each of Shareholders hereby irrevocably undertake to, after execution of this Agreement, respectively sign the power of attorney according to the substance and form set forth in Schedule B hereof, under which the person (the “Trustee”) then designated by the WFOE shall have the power and authority to exercise the following rights respectively granted to Each of Shareholders as the shareholders of the Company according to the Article of Association of the Company (the “Entrusted Rights”): |
|
|
(1) |
proposing to convene or attending shareholder meetings of the Company as the proxy of the Each of Shareholders, according to the Article of Association; |
1
|
|
(3) |
other voting rights (including any other voting rights of shareholders conferred after the amendment of the Article of Association) vested in shareholders under the Articles of Association of the Company. |
The precondition of the above authorization and entrustment is that the Trustee is a PRC citizen and the WFOE consents to such authorization and entrustment. When and only when a written notice is issued by the WFOE to Each of Shareholders with respect to the removal of the Trustee, Each of Shareholders shall immediately revoke the entrustment to the existing Trustee hereunder, and entrust any other PRC citizen then designated by the WFOE to exercise the Entrusted Rights in accordance with this Agreement, and the new power of attorney shall supersede the previous one once it is executed. Except for the above circumstances, Each of Shareholders shall not revoke the authorization and entrustment to the Trustee.
|
1.2 |
The Trustee shall perform the entrusted obligation lawfully with diligence and duty of care within the authorization scope provided in this Agreement. Each of Shareholders shall accept and assume relevant liabilities for any legal consequences arising out of the exercise of the aforementioned Entrusted Rights. |
|
1.3 |
Each of Shareholders hereby acknowledge that the Trustee is not required to solicit the opinions of Each of Shareholders before exercising the Entrusted Rights. Nevertheless, the Trustee shall immediately notify Each of Shareholders after any resolution or proposal for convening an interim shareholder meeting is made. |
Article 2 Right of Information
|
2.1 |
For the purpose of exercising the Entrusted Rights under this Agreement, the Trustee shall have the right to understand the operation, businesses, clients, financial affairs, employees of the Company and have access to relevant materials, while Each of Shareholders and the Company shall provide sufficient cooperation in this regard. |
2
Article 3 Exercise of Entrusted Rights
|
3.1 |
Each of Shareholders shall provide sufficient assistance to the Trustee for his or her exercise of the Entrusted Rights, including prompt execution of the resolutions of the shareholders’ meeting made by the Trustee or other relevant legal documents when necessary (e.g., to satisfy the document submission requirements for the approval of, registration or filing with governmental authorities). |
|
3.2 |
If at any time within the term of this Agreement, the entrustment or exercise of the Entrusted Rights hereunder is unenforceable for any reason (except for the default by Each of Shareholders or the Company), the Parties shall immediately seek the alternative plan which is most similar to the unenforceable provision and, if necessary, enter into supplementary agreement to amend or adjust the provisions herein, so as to ensure the fulfilment of the purposes hereof. |
Article 4 Exemption and Indemnification
|
4.1 |
The Parties acknowledge that in no event shall the WFOE be liable to or be required to compensate financially or in any other aspect, any other party or any third party for any exercise of the Entrusted Rights by the person designated by the WFOE. |
|
4.2 |
Each of Shareholders and the Company agree to hold the WFOE harmless and compensate the WFOE for all losses suffered or likely to suffered in connection with designating the Trustee to exercise the Entrusted Rights, including but not limited to, any loss resulting from any litigation, demand, arbitration or claim initiated by any third party, and any loss resulting from administrative investigation or penalty by governmental authorities. Nevertheless, losses suffered as a result of the intentional misconduct or gross negligence of the Trustee shall not be indemnified. |
Article 5 Representations and Warranties
|
5.1 |
Each of Shareholders severally and not jointly represents and warrants as follow, except for the disclosure of Schedule A: |
|
|
5.1.1 |
If the shareholder is a natural person, he/she is a PRC citizen with full capacity, have full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act as an independent party in any lawsuit. If the shareholder is not a natural person, the shareholder shall promise and undertake that it is a limited liability company legally established and validly existing under the laws of the PRC and has an independent legal personality; each of them has complete and independent legal status and legal capacity to execute, deliver and perform this Agreement, and is independently a legal subject of litigation. |
3
|
|
5.1.2 |
Each of them has full power and authority to execute and deliver this Agreement and all the other documents to be entered into by them which are related to the transaction contemplated hereunder, as well as to consummate the transaction hereunder. This Agreement shall be duly and lawfully executed and delivered by Each of Shareholders and shall constitute their legal, valid and obligations, enforceable against them in accordance with the provisions hereof. |
|
|
5.1.3 |
Each of them is a legitimate shareholder of the Company recorded in the register of members at the time when this Agreement came into effect and the authorized Rights are not subject to any third party encumbrance, other than the encumbrance created under this Agreement as well as the Equity Interest Pledge Agreement and the Exclusive Option Agreement concluded by and among Each of Shareholders, the Company and the WFOE. In accordance with this Agreement, the Trustee may completely and fully exercise the Entrusted Rights according to the Articles of Association of the Company then in effect. |
|
5.2 |
The WFOE and the Company severally represents and warrants as follows: |
|
|
5.2.1 |
Each of them is a limited liability company duly registered and legally existing under the laws of PRC where it is registered and has independent legal personality; each of them has complete and independent legal status and legal capacity to execute, deliver and perform this Agreement, and is independently a legal subject of litigation. |
|
|
5.2.2 |
Each of them has complete power and authorization to execute and deliver this Agreement and all other documents that it will execute in relation to the transaction contemplated hereunder, and each of them has full power and authorization to complete the transaction contemplated hereunder |
|
5.3 |
The Company further represents and warrants as follows: |
|
|
5.3.1 |
Each of Shareholders is legitimate shareholders of the Company recorded in the register of members at the time when this Agreement came into effect and collectively hold 100% equity interests of the Company. The authorized Rights are not subject to any third party encumbrance, other than the encumbrance created under this Agreement as well as the Equity Interest Pledge Agreement and the Exclusive Option Agreement concluded by and among each of Shareholders, the Company and the WFOE. In accordance with this Agreement, the Trustee may completely and fully exercise the Entrusted Rights according to the Articles of Association of the Company then in effect. |
4
|
6.1 |
Subject to Articles 6.3 and 6.4 of this Agreement, this Agreement shall take effect as of the date upon execution. The term of this Agreement is twenty (20) years after becoming effective, unless all the Parties agree in writing to early termination or this Agreement is terminated pursuant to Article 9.1 hereunder. This Agreement shall be automatically renewed for one (1) year after the expiration of the term of this Agreement unless the WFOE informs all the other Parties not to renew thirty (30) days in advance of the expiration of this Agreement, and so forth. |
|
6.2 |
This Agreement is the final agreement reached between the Parties on the entrustment of voting rights and relevant issues which shall supersedes any and all prior consultations, negotiations or discussions, representations, memorandum, agreements or other documents (including but not limited to the Exclusive Option Agreement entered into by and among the Company, the WFOE and relevant existing shareholders on July 12, 2016,) In case of any conflict, contradiction or inconsistency, this Agreement shall prevail. |
|
6.3 |
The Company or the WFOE shall, if necessary, within three (3) months prior to the expiration of their respective business licenses, complete the approval and registration procedures for extending the business licenses to ensure the effectiveness of this Agreement. |
|
6.4 |
If any of Each of Shareholders transfers all equity interests it holds in the Company upon prior consent of the WFOE, such Party shall cease to act as a party of this Agreement, but the rights and undertakings of the other Parties shall not be adversely affected hereby. |
|
6.5 |
If any of Each of Shareholders transfers all or part of the equity of the equity interests it holds in the Company upon prior consent of the WFOE, unless otherwise informed by the WFOE in a written notice, the transferee or transferees agree to inherit and fulfill such current shareholder or shareholders’ full responsibility, obligation and commitment under this Agreement. The other shareholders shall ensure the transferred equity interests to satisfy the above conditions and refuse to take any actions (including but not limit to pass relevant company resolutions, update the register of members and manage the governmental approval and registration changing procedures) to facilitate or corporate the equity transfer otherwise. |
5
|
7.1 |
Any notice, request, demand and other correspondences required by or made in accordance with this Agreement shall be in writing and delivered to the relevant Party. |
|
7.2 |
The above notice or other correspondences shall be deemed as delivered (i) when it is transmitted by facsimile or telex, or (ii) upon handed over to the receiver when it is delivered in person, or (iii) upon the fifth (5) day after posting when it is delivered by mail, or (iv) on the date of receipt by the recipient if by express delivery. However, if the notice is returned due to the recipient’s fault or the recipient’s refusal to sign, the notice is deemed delivered on the date when the notice is returned. In case of simultaneous delivery in any of the above forms, the earliest deemed time of delivery shall prevail. |
Article 8 Confidentiality
|
8.1 |
Regardless of whether this Agreement is terminated, each Party shall maintain strictly confidential all business secrets, proprietary information, client information and all the other information of confidential nature, in relation to other Parties and obtained during the formulation and performance of this Agreement (the “Confidential Information”). Each receiving Party shall not disclose to any third party any Confidential Information, except with prior written consent of the Party providing such information or in circumstances where such information must be disclosed to third parties according to relevant laws, regulations or listing requirements. Each receiving Party shall not use or indirectly use any Confidential Information except for the purpose of performing this Agreement. |
|
8.2 |
Confidential Information does not include the following: |
|
|
(a) |
information that the receiving Party has previously known by lawful means, as supported by written evidence; |
|
|
(b) |
information that enters public domain without the receiving Party’s fault; or |
|
|
(c) |
information received by other lawful means after the receiving Party receive Confidential Information. |
6
|
8.4 |
Notwithstanding other provisions of this Agreement, the effectiveness of this Article shall survive the termination of this Agreement. |
Article 9 Default Liability
|
9.1 |
The Parties agree and acknowledge that if any Party (the “Defaulting Party”) breaches any provision hereunder, or fails to perform or delays in performing any obligations hereunder, such breach, failure or delay shall constitute a default hereunder (the “Default”) and that in such event, the non-defaulting Party/Parties (the “Non-Defaulting Party”) shall have the right to demand the Defaulting Party to cure such Default or take remedial measures within a reasonable time. If the Defaulting Party fails to cure such Default or take remedial measures with such reasonable time or within ten (10) days of the Non-Defaulting Party notifying the Defaulting Party in writing and requesting it to cure such Default, the Non-Defaulting Party may elect, in its (their) discretion, to do the following: |
|
|
9.1.1 |
If the Defaulting Party is any of Each of Shareholders or the Company, the WFOE shall have the right to terminate this Agreement and claim the Defaulting Party to indemnify the damages. In order to avoid doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or the Company. |
|
|
9.1.2 |
If the Defaulting Party is the WFOE, the Non-defaulting Party has right to claim the Defaulting Party to indemnify the damages, provided that in no event shall the Non-defaulting Party have the right to terminate or rescind this Agreement, except that the contrary is provided by the law. |
|
9.2 |
Notwithstanding any other provisions herein, the effectiveness of this Article shall survive the suspension or termination of this Agreement. |
7
Article 10 Miscellaneous Provisions
|
10.1 |
This Agreement is made in Chinese in five (5) originals with each Party hereof retaining one (1) copy. The Parties specifically agree that the Agreement restored in PDF format sent by emails from the Parties is regarded as original and can be used separately as evidence for the establishment and validation of this Agreement. |
|
10.2 |
The execution, effectiveness, performance, amendment, interpretation and termination of this Agreement shall be governed by PRC laws. |
|
10.3 |
Dispute Resolutions |
|
|
(a) |
Any dispute arising out of or in relation to this Agreement, the Parties shall first resolve the dispute through friendly negotiation. The requesting party shall notify the other party of the dispute and explain the nature of the dispute by overloading the date notice. If the Parties fail to reach an agreement regarding such a dispute within thirty (30) days of its occurrence, any Party is entitled to submit such dispute to the China International Economic and Trade Arbitration Commission (the “CIETAC”) for arbitration in Beijing in accordance with the then effective arbitration rules thereof and the arbitration award shall be final and binding. |
|
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(b) |
The arbitration tribunal shall consist of three (3) arbitrators, of whom the two parties have the right to appoint one (1) each. The third arbitrator (3rd) should be appointed jointly by the two sides. If the party shall not be able to reach an agreement on the joint designation of the third arbitrator, he/she should be appointed by the director of the Arbitration Committee. The third arbitrator shall be the chief arbitrator of the arbitration tribunal. |
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(c) |
In making an arbitration award, the arbitrator shall take into account the intention of the Parties which may be determined in accordance with this Agreement. |
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(d) |
The arbitration award made according to the Article10.3 in writing should be final and binding. The parties shall do their utmost to ensure that any such arbitration award is duly executed and to provide any necessary assistance thereto. |
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(e) |
The aforesaid provisions of the Article 10.3 shall not prevent the party concerned from applying for any pre suit protection or prohibition remedy available for any reason, including but not limited to the enforcement of subsequent enforcement of the arbitration tribunal. |
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10.5 |
No failure or delay by a Party to exercise any of its rights, powers and remedies hereunder or in accordance with laws (the “Rights”) shall be construed as a waiver of such Rights, and the waiver of any single or partial exercise of the Rights shall not preclude its exercise of such Rights in any other way or its exercise of other Rights. |
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10.6 |
The headings of the sections herein are for reference only, and in no circumstances shall such headings be used in or affect the interpretation of the provisions hereof. |
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10.7 |
Each provision contained herein shall be severable and independent from other provisions. If at any time one or several provisions herein shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of other provisions herein shall not be affected thereby. |
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10.8 |
Any amendments or supplements to this Agreement shall be in writing and shall become effective upon duly execution by the Parties hereto. |
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10.9 |
No Party shall assign any of its rights and/or obligations hereunder to any third parties without prior written consent from other Parties. |
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10.10 |
This Agreement shall be binding on the legal successors of the Parties. |
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
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Yeelion Online Network Technology (Beijing) Co., Ltd. |
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/s/ Seal of Yeelion Online Network Technology (Beijing) Co., Ltd. |
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Beijing Kuwo Technology Co., Ltd. |
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Signed: /s/ Wang Meiqi |
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Signed: /s/ Shi Lixue |
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Linzhi Lichuang Information Technology Co., Ltd. |
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/s/ Seal of Linzhi Lichuang Information Technology Co., Ltd. |
Schedule A: List of Shareholders
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# |
Shareholder’s Name |
Identification No. / Registration No. |
Registered Capital |
Shareholding Percentage |
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1 |
[ ] |
6,000,000 |
23.02% |
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2 |
[ ] |
4,000,000 |
15.34% |
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3 |
Linzhi Lichuang Information Technology Co., Ltd. |
91540400MA6T10ME4F |
16,068,822 |
61.64% |
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Total |
\ |
26,068,822 |
100.00% |
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This Power of Attorney (the “Power of Attorney”) is signed by ____________ (PRC Identification No.: ____________) on ______, 20__, to authorize ____________ (PRC Identification No.: ____________) (the “Trustee”).
The undersigned, Wang Meiqi, grants to the Trustee a general trust authorizing the Trustee to exercise, as my trustee and on my behalf, the following rights enjoyed by me in the capacity as a shareholder of Beijing Kuwo Technology Co., Ltd. (the “Company”):
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(1) |
proposing to convene or attending shareholder meetings of the Company pursuant to its article of association as my proxy; |
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(2) |
exercising the voting rights on behalf of myself in respect of all matters subject to discussion and resolution at the shareholder meetings, including but not limited to the appointment and election of directors and other senior management members who should be appointed by the shareholders; |
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(3) |
other voting rights, including any other voting rights of shareholders conferred under the articles of association of the Company after it has been amended. |
I hereby irrevocably confirm that, unless Yeelion Online Network Technology (Beijing) Co., Ltd. (the “WFOE”) serves me a written notice to replace the Trustee, this Power of Attorney will be valid until the expiry or early termination of the Shareholders’ Voting Trust Agreement dated ______, 20__ by and among the WFOE, the Company and Each of Shareholders.
It is hereby authorized.
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Name |
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By: |
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Date: |
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/25/20 | 6-K | ||
| For Period end: | 12/31/19 | 6-K | ||
| 10/1/19 | ||||
| 7/12/16 | ||||
| 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 4/09/21 Tencent Music Entertainment Group 20-F 12/31/20 200:20M Donnelley … Solutions/FA 8/27/20 Tencent Music Entertainment Group 424B2 1:924K Donnelley … Solutions/FA 8/24/20 Tencent Music Entertainment Group 424B2 1:917K Donnelley … Solutions/FA 8/24/20 Tencent Music Entertainment Group F-3ASR 8/24/20 7:964K Donnelley … Solutions/FA |