UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2024
Commission file number: 001-38751
Tencent Music Entertainment Group
(Exact Name of Registrant as Specified in Its
Charter)
Unit 3, Building D, Kexing Science Park
Kejizhongsan Avenue, Hi-Tech Park, Nanshan District
Shenzhen, 518057, the People’s
Republic of China
Tel: +86-755-8601 3388
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
EXHIBIT INDEX
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| Exhibit No. |
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Description |
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| 99.1 |
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Press Release - Tencent Music Entertainment Group to Hold Annual General Meeting on June 28, 2024
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| 99.2 |
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Notice of Annual General Meeting |
| 99.3 |
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Form of Proxy for Annual General Meeting |
| 99.4 |
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Form of Voting Card for ADS Holders |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Tencent Music Entertainment Group |
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| Date: |
May 21,
2024 |
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By: |
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/s/ Min Hu |
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Name: Min Hu |
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Title: Chief Financial Officer |
Exhibit 99.1
Tencent
Music Entertainment Group to Hold Annual General Meeting on June 28, 2024
SHENZHEN, China, May
21, 2024 /PRNewswire/ -- Tencent Music Entertainment Group ("TME," or the "Company") (NYSE: TME and HKEX: 1698),
the leading online music and audio entertainment platform in China, today announced that it will hold its annual general meeting of shareholders
(the "AGM") at 10/F, The Hong Kong Club Building, 3A Chater Road, Central, Hong Kong on Friday, June 28, 2024 at 10 a.m. (Beijing/Hong
Kong time) for the purposes of considering and, if thought fit, passing the resolutions as set forth in the notice of the AGM (the "AGM
Notice"). The AGM Notice and the form of proxy for the AGM are available on the Company's website at https://ir.tencentmusic.com
on May 21, 2024. The Board of Directors of the Company fully supports the proposed resolutions and recommends that shareholders and
holders of American depositary shares ("ADSs") vote in favor of the resolutions.
Holders of record
of the Company's ordinary shares as of the close of business on Tuesday, May 21, 2024 (Beijing/Hong Kong time), are entitled to receive
notice of, and to attend and vote at, the AGM or any adjournment or postponement thereof. Holders of record of ADSs as of the close of
business on Tuesday, May 21, 2024 (U.S. Eastern Time) who wish to exercise their voting rights for the underlying Class A ordinary shares
must give voting instructions directly to The Bank of New York Mellon, the depositary of the ADSs, or indirectly through a bank, brokerage
or other securities intermediary, as the case may be.
The Company has filed
its annual report on Form 20-F, including its audited financial statements, for the fiscal year ended December 31, 2023, with the U.S.
Securities and Exchange Commission (the "SEC"). The Company's annual report on Form 20-F can be accessed on the Company's website
at https://ir.tencentmusic.com and on the SEC's website at https://www.sec.gov.
About Tencent
Music Entertainment
Tencent Music Entertainment
Group (NYSE: TME and HKEX: 1698) is the leading online music and audio entertainment platform in China, operating the country's highly
popular and innovative music apps: QQ Music, Kugou Music, Kuwo Music and WeSing. TME's mission is to create endless possibilities with
music and technology. TME's platform comprises online music, online audio, online karaoke, music-centric live streaming and online concert
services, enabling music fans to discover, listen, sing, watch, perform and socialize around music. For more information, please visit
ir.tencentmusic.com.
Safe Harbor
Statement
This press release
contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company's beliefs and expectations,
are forward-looking statements. Forward-looking statements involve
inherent risks and
uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement.
In some cases, forward-looking statements can be identified by words or phrases such as "may," "will," "expect,"
"anticipate," "target," "aim," "estimate," "intend," "plan," "believe,"
"potential," "continue," "is/are likely to" or other similar expressions. Further information regarding
these and other risks, uncertainties or factors is included in the Company's filings with the SEC and the HKEX. All information provided
in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information,
except as required under applicable law.
Investor Relations
Contact
Tencent Music Entertainment
Group
ir@tencentmusic.com
+86 (755) 8601-3388
ext. 818415
Exhibit 99.2
Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,
make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this announcement.
Tencent
Music Entertainment Group
騰訊音樂娛樂集團
(A
company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(NYSE
Stock Ticker: TME; HKEX Stock Code: 1698)
NOTICE
OF ANNUAL GENERAL MEETING
The
attached Notice of Annual General Meeting (the “AGM”) issued by Tencent Music Entertainment Group (the “Company”)
serves as the notice of general meeting required under Rule
13.71
and the circular required under Rule 13.73 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
(the “Hong Kong Listing Rules”). This notice is also available for viewing on the Company’s website at https://ir.tencentmusic.com
.
The AGM
will be held at 10/F, The Hong Kong Club Building, 3A Chater Road, Central, Hong Kong on Friday, June 28, 2024 at 10 a.m. (Hong Kong
time), for the following purposes:
| • | To
table the financial statements of the Company for the year ended December 31, 2023, as contained
in the annual report on Form 20-F and the Hong Kong annual report of the Company issued on
April 19, 2024 (Hong Kong time). |
| • | To
consider and, if thought fit, pass the following resolution, as an ordinary resolution: to
confirm and approve the re-appointment of PricewaterhouseCoopers as the Auditor of the Company
for 2024 and to authorize the Audit Committee of the Board of Directors of the Company to
fix the Auditor’s remuneration. |
| • | To
consider and, if thought fit, pass the following resolution, as an ordinary resolution: to
re- elect Ms. Min Hu as a director of the Company. |
By
Order of the Board
Tencent
Music Entertainment Group
Cussion Kar Shun Pang
Executive
Chairman
Hong Kong,
May 21, 2024
As
at the date of this announcement, the Board of Directors of the Company comprises Mr. Cussion Kar Shun Pang, Mr. Zhu Liang, Ms. Min Hu,
Mr. James Gordon Mitchell, Mr. Brent Richard Irvin and Mr. Matthew Yun Ming Cheng as Directors, and Ms. Edith Manling Ngan, Mr. Adrian
Yau Kee Mak and Ms. Jeanette Kim Yum Chan as independent Directors.
Tencent
Music Entertainment Group
騰訊音樂娛樂集團
(A
company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(NYSE
Stock Ticker: TME; HKEX Stock Code: 1698)
Notice of
Annual General Meeting
to
be held on June 28, 2024
(or
any adjournment(s) or postponement(s) thereof)
NOTICE
IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Tencent Music Entertainment Group (the “Company”)
will be held on Friday, at 10 a.m. (Hong Kong time) on June 28, 2024 at 10/F, The Hong Kong Club Building, 3A Chater Road, Central, Hong
Kong for the purposes of considering and, if thought fit, passing the following resolutions (the “Proposed Resolutions”):
| • | As
an ordinary resolution, to confirm and approve the re-appointment of PricewaterhouseCoopers
as the Auditor of the Company for 2024 and to authorize the Audit Committee of the Board
of Directors of the Company to fix the Auditor’s remuneration. |
| • | As
an ordinary resolution, to re-elect Ms. Min Hu as a director of the Company. |
The
passing of each of the above resolutions requires approval by a simple majority of the votes cast by the Members of the Company as, being
entitled to do so, vote in person or by proxy at the AGM.
The
quorum of the AGM shall be one or more Members holding in aggregate at least a majority of all votes attaching to all issued shares of
the Company, present in person or by proxy and entitled to vote at the AGM.
SHARES
RECORD DATE AND ADS RECORD DATE
The
Board of Directors of the Company has fixed the close of business on Tuesday, May 21, 2024 (Hong Kong time), as the record date (the
“Shares Record Date”) of our Class A ordinary shares with a par value of US$0.000083 each (the “Class A Ordinary
Shares”) and Class B ordinary shares with a par value of US$0.000083 each (the “Class B Ordinary Shares”,
and together with the Class A Ordinary Shares, the “Shares”). Holders of record of the Company’s Shares (as
of the Shares Record Date) are entitled to attend and vote at the AGM and any adjourned meeting thereof.
Holders
of record of American Depositary Shares (the “ADSs”) as of the close of business on Tuesday, May 21, 2024 (U.S. Eastern
Time) (the “ADS Record Date”, together with the Shares Record Date, the “Record Date”), will be
able to directly instruct The Bank of New York Mellon, the depositary of the ADSs (the “Depositary”), if ADSs are
held by holders on the books and records of the Depositary or indirectly through a bank, brokerage or other securities intermediary if
the ADSs are held by any of them on behalf of holders, as to how to vote the Class A Ordinary Shares represented by such ADSs at the
AGM.
ATTENDING
THE AGM
Only
holders of record of Shares as of the Shares Record Date are entitled to attend and vote at the AGM. If holders of ADSs wish to exercise
their voting rights for the underlying Class A Ordinary Shares, they must give voting instructions (i) directly to the Depositary if
ADSs are held by holders on the books and records of the Depositary, or (ii) indirectly through a bank, brokerage or other securities
intermediary if the ADSs are held by any of them on behalf of holders.
All
officers and agents of the Company reserve the right to refuse any person entry to the AGM venue, or to instruct any person to leave
the AGM venue, where such officer or agent reasonably considers that such refusal or instruction is or may be required for the Company
or any other person to be able to comply with applicable laws and regulations. The exercise of such right to refuse entry or instruct
to leave shall not invalidate the proceedings at the AGM.
PROXY
FORMS AND ADS VOTING CARDS
A
holder of Shares as of the Shares Record Date may attend the AGM in person or appoint one proxy to exercise his or her rights at the
AGM. A holder of ADSs as of the ADS Record Date will need to directly instruct the Depositary if ADSs are held by holders on the books
and records of the Depositary or indirectly through a bank, brokerage or other securities intermediary if the ADSs are held by any of
them on behalf of holders, as to how to vote the Class A Ordinary Shares represented by the ADSs. Please refer to the proxy form (for
holders of Shares), which is available on our website at https://ir.tencentmusic.com and the ADS voting card (for holders
of ADSs).
You
are urged to complete, sign, date and return the accompanying proxy form to the Company’s Hong Kong branch share registrar and
transfer office, Computershare Hong Kong Investor Services Limited (“Computershare”) (for holders of Shares), and
your voting instructions to Depositary (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish
to exercise your voting rights. Computershare must receive the proxy form by no later than 10 a.m., Hong Kong time, on June 26, 2024
(i) by mail, to 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or (ii) by email, to TME.eproxy@computershare.com.hk,
being not less than 48 hours before the time for holding the AGM, to ensure your representation at the AGM.
The Depositary must receive your voting instructions by no later than 12:00 p.m., U.S. Eastern Time, on June 18, 2024 to enable the votes
attaching to the Shares represented by your ADSs to be cast at the AGM.
ANNUAL
REPORT
Shareholders
may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at https://ir.tencentmusic.com,
the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk
or from the website of Securities and Exchange Commission of the United States at www.sec.gov
.
By
Order of the Board
Tencent
Music Entertainment Group
Cussion Kar Shun Pang
Executive
Chairman
| Executive Office: |
Registered Office: |
| |
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| 12/F, Unit 3, Building D, Kexing Science Park |
PO Box 309, Ugland House |
| Kejizhongsan Avenue |
Grand Cayman, KY1-1104 |
| Hi-Tech Park, Nanshan District |
Cayman Islands |
| Shenzhen |
|
| People’s Republic of China |
|
May 21, 2024
As
at the date of this announcement, the Board of Directors of the Company comprises Mr. Cussion Kar Shun Pang, Mr. Zhu Liang, Ms. Min Hu,
Mr. James Gordon Mitchell, Mr. Brent Richard Irvin and Mr. Matthew Yun Ming Cheng as Directors, and Ms. Edith Manling Ngan, Mr. Adrian
Yau Kee Mak and Ms. Jeanette Kim Yum Chan as independent Directors.
Exhibit 99.3
Tencent Music
Entertainment Group
騰訊音樂娛樂集團
(A company controlled
through weighted voting rights and
incorporated
in the Cayman Islands with limited liability)
(NYSE Stock Ticker:
TME; HKEX Stock Code: 1698)
Form of Proxy
for Annual General Meeting
to be held on June
28, 2024
(or any adjournment(s)
or postponement(s) thereof)
INTRODUCTION
This Form of Proxy
is furnished in connection with the solicitation by the board of directors (the “Board”) of Tencent Music Entertainment
Group, a Cayman Islands company (the “Company”), of proxies from holders of the issued Class A ordinary shares with
a par value of US$0.000083 per share (the “Class A Ordinary Shares”) and the Class B ordinary shares with a par value
of US$0.000083 per share of the Company (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares,
the “Ordinary Shares”) to be exercised at the Annual General Meeting of the Company (the “Meeting”)
to be held at 10/F, The Hong Kong Club Building, 3A Chater Road, Central, Hong Kong, on June 28, 2024 at 10 a.m., and at any adjournment(s)
or postponement(s) thereof, for the purposes set forth in the notice of Annual General Meeting dated May 21, 2024 (the “Meeting
Notice”). Unless otherwise indicated, the capitalized terms used in this form of proxy shall have the same meaning as those
defined in the Meeting Notice. The description of the resolutions is by way of summary only. The full text appears in the Meeting Notice.
Only the holders
of record of the Ordinary Shares on the Company’s register of members at the close of business on May 21, 2024 (Hong Kong Time)
(the “Record Date”) are entitled to notice of, to attend and to vote at the Meeting. Each Class A Ordinary Share is
entitled to one vote, and each Class B Ordinary Share is entitled to 15 votes, on all matters at the Meeting. The quorum of the Meeting
is one or more shareholders holding in aggregate at least a majority of all votes attaching to all issued shares of the Company, present
in person or by proxy and entitled to vote at the Meeting.
The Ordinary Shares
represented by all properly executed proxies returned to the Company will be voted at the Meeting as indicated or, if no instruction is
given, the proxy will vote the Ordinary Shares in his/ her discretion, unless a reference to the holder of the proxy having such discretion
has been deleted and initialed on this Form of Proxy. Where the chairman of the Meeting acts as proxy and is entitled to exercise his/her
discretion, he/she is likely to vote the Ordinary Shares FOR the resolutions. As to any other business that may properly come before the
Meeting, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does
not presently know of any other business which may come before the Meeting. However, if any other matter properly comes before the Meeting,
or any adjournment(s) or postponement(s) thereof, which may properly be acted upon, unless otherwise indicated, the proxies solicited
hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has
the right to revoke it at any time before it is exercised by (i) submitting to the Company, at the address set forth below, a duly signed
revocation or (ii) voting in person at the Meeting.
To
be valid, this Form of Proxy must be completed, signed and returned to Computershare Hong Kong Investor Services Limited, (i) by mail,
to 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or (ii) by email, to TME.eproxy@computershare.com.hk,
as soon as possible and no later than 10 a.m., Hong Kong time, on June 26, 2024, being
not less than 48 hours before the time for holding the Meeting, to ensure your representation at the Meeting. Completion and delivery
of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish.
This Form of Proxy
is not valid for holders of the American Depositary Shares of the Company. Holders of the American Depositary Shares of the Company should
refer to the Meeting Notice for further information on attendance and voting arrangements.
Tencent Music
Entertainment Group
騰訊音樂娛樂集團
(A company controlled
through weighted voting rights and
incorporated
in the Cayman Islands with limited liability)
(NYSE Stock Ticker:
TME; HKEX Stock Code: 1698)
Form of Proxy for
Annual General Meeting(Note 1)
to be held on June
28, 2024
(or any adjournment(s)
or postponement(s) thereof)
I/We(Note 2)
of ,
being the registered holder of
Class A ordinary shares,(Note 3) par value US$0.000083 per share, and
Class B ordinary shares,(Note 3) par value US$0.000083 per share, of Tencent Music Entertainment Group (the
“Company”), hereby appoint the Chairman of the Annual General Meeting(Note 4) or
of
as my/our proxy to attend and act for me/us at the Annual General Meeting of the Company to be held at 10 a.m., Hong Kong time, on
June 28, 2024 at 10/F, The Hong Kong Club Building, 3A Chater Road, Central, Hong Kong and at any adjournment(s) or postponement(s)
thereof, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks
fit.(Note 5)
| RESOLUTIONS(Note 6) |
FOR(Note 5) |
AGAINST(Note 5) |
ABSTAIN(Note 5) |
| 1 |
As an ordinary
resolution:
to confirm and
approve the re-appointment of PricewaterhouseCoopers as the Auditor of the Company for 2024 and to authorize the Audit committee of the
Board of Directors of the Company to fix the Auditor’s remuneration. |
|
|
|
| 2 |
As an ordinary resolution:
to re-elect Ms. Min Hu as a director
of the Company. |
|
|
|
| Dated , 2024 |
Signature(s)(Note 7) |
Notes:
| 1. | This Form of Proxy is not valid for holders of the American Depositary Shares of
the Company. Holders of the American Depositary Shares of the Company should refer to the Meeting Notice for further information on attendance
and voting arrangements. |
| 2. | Full name(s) and address(es) to be inserted in BLOCK CAPITALS. |
| 3. | Please insert the number of shares registered in your name(s) to which this proxy
relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 4. | If any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN OF THE
ANNUAL GENERAL MEETING” and insert the name and address of the proxy desired in the space provided. A member may appoint one
or more proxies to attend and vote in his/her stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON(S) WHO
SIGN(S) IT. |
| 5. | IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”.
IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING
THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “ABSTAIN”. ALTERNATIVELY, YOU MAY ALSO INDICATE THE RESPECTIVE NUMBERS OF |
SHARES FOR
EACH OF THE “FOR”, “AGAINST” AND “ABSTAIN” COLUMNS. Failure to complete any or all the boxes will
entitle your proxy to cast his or her votes at his or her discretion. A proxy need not be a member of the Company, but must attend the
Meeting in person. A member may only have one form of proxy valid at any one time and if a member submits more than one form of proxy,
the last form of proxy received in the manner described in this form of proxy above shall be treated as the only valid form of proxy.
Any alteration made to this form of proxy must be duly initialed by the person who signs it. Completion and deposit of a form of proxy
does not prevent a member from attending the Meeting in person but if a member attends the Meeting and votes, this proxy will be revoked.
| 6. | Please refer to the Meeting Notice for details of the approval threshold for each of the resolutions. |
| 7. | This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of
a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized
to sign the same. |
Exhibit 99.4
24 - 13041 Tencent Music Entertainment Group VIF Proof 3 Annual General Meeting of Tencent Music Entertainment Group Date: June 28, 2024 See Voting Instruction On Reverse Side. Please make your marks like this: Use pen only MAIL • Mark, sign and date your Voting Instruction Form. • Detach your Voting Instruction Form. • Return your Voting Instruction Form in the postage - paid envelope provided. Please Sign Here Please Date Above Please Sign Here Please Date Above Please separate carefully at the perforation and return just this portion in the envelope provided. Authorized Signatures - This section must be completed for your instructions to be executed. EVENT # CLIENT # Annual General Meeting of Tencent Music Entertainment Group to be held on June 28, 2024 For Holders as of May 21, 2024 All votes must be received by 12:00 p.m. (U.S. Eastern Time) on June 18, 2024. Copyright © 2024 Mediant Communications Inc. All Rights Reserved PROXY TABULATOR FOR TENCENT MUSIC ENTERTAINMENT GROUP P.O. BOX 8016 CARY, NC 27512 - 9903 Agenda 1. As an ordinary resolution: to confirm and approve the re - appointment of PricewaterhouseCoopers as the Auditor of the Company for 2024 and to authorize the Audit committee of the Board of Directors of the Company to fix the Auditor’s remuneration . 2. As an ordinary resolution : to re - elect Ms . Min Hu as a director of the Company . For Against Abstain 24 - 13041 Tencent Music Entertainment Group VIF.indd 1 5/17/2024 10:13:52 AM
24 - 13041 Tencent Music Entertainment Group VIF Proof 3 TENCENT MUSIC ENTERTAINMENT GROUP Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12 : 00 p . m . (U . S . Eastern Time) on June 18 , 2024 ) The undersigned registered holder of American Depositary Receipts hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the amount of shares or other Deposited Securities represented by such Receipt of Tencent Music Entertainment Group registered in the name of the undersigned on the books of the Depositary as of the close of business May 21 , 2024 at the Annual General Meeting of the Shareholders of Tencent Music Entertainment Group to be held on June 28 , 2024 in 10 /F, The Hong Kong Club Building, 3 A Chater Road, Central, Hong Kong . NOTE: 1. Please direct the Depositary how it is to vote by marking X in the appropriate box opposite the resolution . It is understood that, if this form is signed and returned but no instructions are indicated in the boxes, then a discretionary proxy will be given to a person designated by the Company . 2. It is understood that, if this form is not signed and returned, the Depositary will deem such holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company . 3. The defined terms on this card adopt the same definitions ascribed to them in the AGM notice published by the Company on May 21 , 2024 . (Continued and to be marked, dated and signed, on the other side) PROXY TABULATOR FOR TENCENT MUSIC ENTERTAINMENT GROUP P.O. BOX 8016 CARY, NC 27512 - 9903 24 - 13041 Tencent Music Entertainment Group VIF.indd 2 5/17/2024 10:13:52 AM
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