DEPOSIT AGREEMENT TENCENT MUSIC ENTERTAINMENT GROUP AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement October 28, 2022 (effective on November 22, 2022)Deposit Agreement • April 25th, 2023 • Tencent Music Entertainment Group • Radio broadcasting stations • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of October 28, 2022 among TENCENT MUSIC ENTERTAINMENT GROUP, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
FORM OF INDEMNIFICATION AGREEMENT TENCENT MUSIC ENTERTAINMENT GROUPForm of Indemnification Agreement • December 3rd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations • Hong Kong
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 20 , by and between Tencent Music Entertainment Group, an exempted company with limited liability under the laws of Cayman Islands (the “Company”) and (“Indemnitee”).
SHARE SUBSCRIPTION AGREEMENT Dated February 24, 2018 by and between TENCENT MUSIC ENTERTAINMENT GROUP and THE PURCHASERS HEREUNDERShare Subscription Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Exclusive Option AgreementExclusive Option Agreement • April 26th, 2022 • Tencent Music Entertainment Group • Radio broadcasting stations
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of Nov. 19, 2021 in Shenzhen, the People’s Republic of China (“China” or the “PRC”):
SHARE SUBSCRIPTION AGREEMENT Dated October 23, 2016 by and between China Music Corporation and Pan Asia Venture Group LimitedShare Subscription Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations • Hong Kong
Loan AgreementLoan Agreement • April 26th, 2022 • Tencent Music Entertainment Group • Radio broadcasting stations
This Loan Agreement (the “Agreement”) is entered into by and between the following Parties on Nov. 19, 2021 in Shenzhen, People’s Republic of China (the “PRC”):
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • April 9th, 2021 • Tencent Music Entertainment Group • Radio broadcasting stations
This Equity Interest Pledge Agreement (the “Agreement”) is entered into by and among the following Parties on June 22, 2020 in Beijing, People’s Republic of China (the “PRC”):
Equity Interest Pledge AgreementInterest Pledge Agreement • April 26th, 2022 • Tencent Music Entertainment Group • Radio broadcasting stations
This Equity Interest Pledge Agreement (the “Agreement”) is entered into by and among the following Parties on Nov. 19, 2021 in Shenzhen, People’s Republic of China (the “PRC”):
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • April 9th, 2021 • Tencent Music Entertainment Group • Radio broadcasting stations
This Exclusive Business Cooperation Agreement (this “Agreement”) is entered into by and between the following parties on June 22, 2020 in Beijing, the People’s Republic of China (“China” or the “PRC”).
Equity Interest Pledge Agreement Of Beijing Kuwo Technology Co., Ltd. By and among Shareholders Listed in Schedule A Yeelion Online Network Technology (Beijing) Co., Ltd. And Beijing Kuwo Technology Co., Ltd. October 1, 2019Equity Interest Pledge Agreement • March 25th, 2020 • Tencent Music Entertainment Group • Radio broadcasting stations
(Each shareholder listed in Schedule A shall be hereinafter referred to as a “Pledgor” respectively, and as the “Pledgors” collectively.)
Exclusive Option Agreement 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. October 1, 2019Exclusive Option Agreement • March 25th, 2020 • Tencent Music Entertainment Group • Radio broadcasting stations
Exclusive Technical Service Agreement Between Guangzhou Kugou Computer Technology Co., Ltd. And Tencent Music (Beijing) Co., Ltd. March 26, 2018Exclusive Technical Service Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations
(In this Agreement, each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.)
SHARE SUBSCRIPTION AGREEMENT Dated August 23, 2018 by and among TENCENT MUSIC ENTERTAINMENT GROUP THE CAYMANCO SHAREHOLDERS AND THE CAYMANCO SHAREHOLDER AFFILIATES LISTED ON SCHEDULE A-1 and THE UEC OPTION HOLDERS AND THE UEC OPTION HOLDER AFFILIATES...Share Subscription Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ContractShare Transfer Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations • Hong Kong
SHARE TRANSFER AGREEMENT (this “Agreement”), dated as of December 8, 2017 by and between Tencent Music Entertainment Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“TME”), Tencent Music Entertainment Hong Kong Limited, a company incorporated under the laws of Hong Kong and a wholly-owned Subsidiary of TME (“TME Hong Kong” and, together with TME, the “TME Parties”), and Image Frame Investment (HK) Limited, a company incorporated under the laws of Hong Kong and a wholly-owned Subsidiary of Tencent Holdings Limited (“Tencent Hong Kong”).
THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Dated January 8, 2018 by and among TENCENT MUSIC ENTERTAINMENT GROUP PARTIES LISTED ON SCHEDULE A, XIE GUOMIN, XIE ZHENYU, and OTHER PERSON WHO BECOMES A PARTY BY EXECUTING JOINDER AGREEMENTShareholders Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations • Hong Kong
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
Exclusive Business Cooperation AgreementBusiness Cooperation Agreement • April 26th, 2022 • Tencent Music Entertainment Group • Radio broadcasting stations
This Exclusive Business Cooperation Agreement (this “Agreement”) is entered into by and between the following parties on Nov. 19, 2021 in Shenzhen, the People’s Republic of China (“China” or the “PRC”).
Exclusive Option AgreementExclusive Option Agreement • April 26th, 2022 • Tencent Music Entertainment Group • Radio broadcasting stations
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of Nov. 29, 2021 in Beijing, the People’s Republic of China (“China” or the “PRC”):
SUBSCRIPTION AGREEMENT by and among TENCENT MUSIC ENTERTAINMENT GROUP, TENCENT MUSIC ENTERTAINMENT HONG KONG LIMITED, SPOTIFY TECHNOLOGY S.A. and SPOTIFY AB DATED AS OF DECEMBER 8, 2017Subscription Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of December 8, 2017, by and among Tencent Music Entertainment Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“TME”), Tencent Music Entertainment Hong Kong Limited, a company incorporated under the laws of Hong Kong and a wholly-owned Subsidiary of TME (“TME Hong Kong” and, together with TME, the “TME Parties”), Spotify Technology S.A., a public limited company (société anonyme) incorporated under the laws of Luxembourg, having its registered office at 42-44 avenue de la Gare, L-1610 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B 123 052 (“Spotify”), and Spotify AB, a corporation incorporated under the laws of Sweden and a wholly-owned Subsidiary of Spotify (“Spotify AB” and, together with Spotify, the “Spotify Parties”). Each of the TME Parties and the Spotify Parties is sometimes referred to herein, individually, as a “Party” and,
Share of Property Pledge AgreementShare of Property Pledge Agreement • April 9th, 2021 • Tencent Music Entertainment Group • Radio broadcasting stations
This Share of Property Pledge Agreement (the “Agreement”) is entered into by and among the following Parties on July 14, 2020 in Beijing, People’s Republic of China (the “PRC”):
LOAN AGREEMENT by and among Xie Guomin Chen Xiaotao And Ocean Interactive (Beijing) Information Technology Co., Ltd. April 21, 2014Loan Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations
This Loan Agreement (hereinafter referred to as “this Agreement”) is hereby executed by and among the following parties on April 21, 2014:
Loan AgreementLoan Agreement • April 26th, 2022 • Tencent Music Entertainment Group • Radio broadcasting stations
This Loan Agreement (the “Agreement”) is entered into by and between the following Parties on Nov. 29, 2021 in Beijing, People’s Republic of China (the “PRC”):
Business Cooperation AgreementBusiness Cooperation Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations
This Business Cooperation Agreement (this “Agreement”) is entered into by and between the following parties on July 12, 2018 in Shenzhen:
Exclusive Technical Service AgreementExclusive Technical Service Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations
This Exclusive Technical Service Agreement (this “Agreement”) is made and entered into by and between the following parties on January 11, 2018 in Shenzhen, the People’s Republic of China (“China” or the “PRC”).
Voting Trust AgreementVoting Trust Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations
The undersigned, Tencent Music Entertainment (Shenzhen) Co., Ltd., is a limited liability company incorporated and existing under the laws of the PRC, holds 96.0952% of the equity interest in Shenzhen Ultimate Music Culture and Technology Co., Ltd. (the “Shenzhen Ultimate Music”) as of the date of this Voting Trust Agreement (representing RMB 37,945,174 of Shenzhen Ultimate Music’s registered capital). I hereby irrevocably authorize Shenzhen Ultimate Xiangyue Culture and Technology Co., Ltd. (the “WFOE”) to exercise the following rights with respect to the existing and future equity interests I hold in Shenzhen Ultimate Music (the “Owned Equity Interest”) during the effective term of this Voting Trust Agreement:
Debt Assignment and Offset AgreementAssignment and Offset Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations
This Debt Assignment and Offset Agreement (the “Agreement”) is entered into on April 11, 2017, by and among Chen Xiaotao (PRC Identification number: [ ], the “Transferor”), Qiu Zhongwei (PRC Identification number: [ ], the “Transferee”), and Ocean Interactive (Beijing) Information Technology Co., Ltd.（the “WFOE”）.
CHINA MUSIC CORPORATION 2014 SHARE INCENTIVE PLANShare Incentive Plan • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations
SHARE TRANSFER AGREEMENTShare Transfer Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations • Hong Kong
WHEREAS, TME, R2G Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a subsidiary of TME (“R2G”), the Quantum Parties and certain other parties thereto entered into a share purchase and exchange agreement dated as of October 30, 2013 (as amended and supplemented from time to time, including as amended on January 26, 2014, the “R2G Agreement”);
Exclusive Option AgreementExclusive Option Agreement • April 9th, 2021 • Tencent Music Entertainment Group • Radio broadcasting stations
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of July 14, 2020 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Loan AgreementLoan Agreement • April 9th, 2021 • Tencent Music Entertainment Group • Radio broadcasting stations
This Loan Agreement (the “Agreement”) is entered into by and between the following Parties on July 14, 2020 in Beijing, People’s Republic of China (the “PRC”):
Exclusive Technical Service AgreementExclusive Technical Service Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations
This Exclusive Technical Service Agreement (this “Agreement”) is made and entered into by and between the following parties on February 8, 2018 in Beijing, the People’s Republic of China (“China” or the “PRC”).
Exclusive Option AgreementExclusive Option Agreement • March 25th, 2020 • Tencent Music Entertainment Group • Radio broadcasting stations
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of May 15, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Equity Interest Pledge Agreement Of Beijing Kuwo Technology Co., Ltd. By and among Qianhai Daizheng Music Culture Co., Ltd. Yeelion Online Network Technology (Beijing) Co., Ltd. And Beijing Kuwo Technology Co., Ltd. December 5, 2022Equity Interest Pledge Agreement • April 25th, 2023 • Tencent Music Entertainment Group • Radio broadcasting stations
Registered Address: Room 201, Building A, No. 1, Qianwan 1st Road, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen (settled in Shenzhen Qianhai Business Secretary Co., Ltd.)
Voting Trust AgreementVoting Trust Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations
I, Hu Min, a Chinese citizen with the Chinese Identification No. [ ], holds 50% of the equity interest (representing RMB 5 million of Xizang Qiming’s registered capital) in Xizang Qiming Music Co., Ltd. (the “Xizang Qiming”) as of the date of this Power of Attorney. I hereby irrevocably authorize Tencent Music (Beijing) Co., Ltd. (the “WFOE”) to exercise the following rights with respect to the existing and future equity interests I hold in Xizang Qiming (the “Owned Equity Interest”) during the effective term of this Voting Trust Agreement:
Voting Trust Agreement By and Among All the shareholders listed in Schedule A and Tencent Music (Beijing) Co., Ltd. and Guangzhou Kugou Computer Technology Co., Ltd. March 26, 2018Voting Trust Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations
INVESTOR AGREEMENT among TENCENT MUSIC ENTERTAINMENT GROUP, TENCENT HOLDINGS LIMITED, SPOTIFY AB and SPOTIFY TECHNOLOGY S.A. DATED AS OF DECEMBER 15, 2017Investor Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations • New York
On the date hereof, the Company issued 282,830,698 ordinary shares, $0.000083 par value per share, of the Company (the “TME Shares”) to the Shareholder pursuant to that certain Subscription Agreement, dated as of December 8, 2017, by and among the Company, Tencent Music Entertainment Hong Kong Limited, a company incorporated under the laws of Hong Kong, Parent and the Shareholder (the “Subscription Agreement”).
