Tencent Music Entertainment Group (TME-SW) published an updated Company Information Sheet that details the framework under which its secondary listing in Hong Kong operates, the exemptions it has secured from the Hong Kong Stock Exchange (HKEX) and the Securities and Futures Commission, as well as changes to its constitutional documents and ADS deposit agreement. Key disclosures follow:
1. Listing rule waivers • HKEX has granted relief from printed corporate communications, monthly return filings, disclosure of certain subsidiary data, options details and directors’ remuneration. • The group is exempt from strict compliance with several accounting-related disclosure requirements, including trade-payable ageing analyses. • A waiver allows future spin-offs within three years of listing, subject to HKEX review and shareholder protections.
2. Investments & acquisitions • Since 31 March 2022 the group completed or agreed minority stakes in 12 companies and majority acquisitions of three entities; each deal’s percentage ratios were below 5 % and individual consideration ranged from RMB0.1 million to RMB297.4 million. • HKEX waived the need to file three-year accountant’s reports for these targets owing to their immaterial size and the impracticality of preparing audited figures.
3. Articles of Association overhaul • TME proposes a seventh amended and restated Articles to incorporate HKEX’s core shareholder protection standards, including lowering quorum thresholds and aligning voting, class-rights variation, director removal and auditor appointment rules with Appendix 3. • Shareholders will vote on these changes within six months of listing; controlling shareholder Min River has undertaken to support the amendments.
4. Shareholder communications and insider trading safeguards • Owing to its predominantly overseas shareholder base, the company will post all future corporate communication on its website and the HKEX website, supplying printed copies on request. • Waivers exempt certain connected persons and Rule 10b5-1 trading plans from the four-day pre-listing dealing lock-up, provided no change in beneficial ownership occurs.
5. U.S. law alignment and Takeovers Code • As a Grandfathered Greater China Issuer with a secondary listing, TME is not regarded as a public company in Hong Kong under the Takeovers Code unless its primary listing migrates. • The SFC granted a partial exemption from Part XV of the SFO; substantial shareholding disclosures filed with the SEC will be filed simultaneously with HKEX.
6. Updated ADS deposit agreement • An amended and restated agreement with The Bank of New York Mellon (effective 22 November 2022) details holder rights, fee schedule (including US$0.05 per ADS annual service fee) and voting, tax and termination arrangements.
7. Liquidity and capital structure disclosures • HKEX permitted liquidity data up to 30 June 2022 (net current assets: RMB15.82 billion) in lieu of the two-month rule, given SEC filing timelines. • The group has over 140 subsidiaries; 10 meet “significant subsidiary” thresholds and contribute roughly 93-95 % of consolidated revenue.
No changes were announced to business operations or financial guidance. The document primarily formalises regulatory positioning, governance enhancements and ADS administrative terms following the company’s September 2022 secondary listing.
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