SHARE SUBSCRIPTION AGREEMENT Dated January 15, 2018 by and between TENCENT MUSIC ENTERTAINMENT GROUP and THE PURCHASERS HEREUNDERShare Subscription Agreement • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc. • 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 • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc.
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of January 11, 2018 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 • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc. • Hong Kong
Loan AgreementLoan Agreement • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc.
This Loan Agreement (the “Agreement”) is entered into by and between the following Parties on February 8, 2018 in Beijing, People’s Republic of China (the “PRC”):
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc.
This Equity Interest Pledge Agreement (the “Agreement”) is entered into by and among the following Parties on January 11, 2018 in Shenzhen, People’s Republic of China (the “PRC”):
Equity Interest Pledge Agreement By and among Shareholders Listed in Schedule A Tencent Music (Beijing) Co., Ltd. And Guangzhou Kugou Computer Technology Co., Ltd. Regarding Guangzhou Kugou Computer Technology Co., Ltd. March 26, 2018Equity Interest Pledge Agreement • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc.
(Each shareholder listed in Schedule A shall be hereinafter referred to as a “Pledgor” respectively, and as the “Pledgors” collectively.)
Exclusive Option 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, 2018Exclusive Option Agreement • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc.
Exclusive Technical Service Agreement Between Guangzhou Kugou Computer Technology Co., Ltd. And Tencent Music (Beijing) Co., Ltd. March 26, 2018Exclusive Technical Service Agreement • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc.
(In this Agreement, each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.)
ContractShare Transfer Agreement • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc. • 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”).
INVESTOR AGREEMENT among TENCENT MUSIC ENTERTAINMENT GROUP, TENCENT HOLDINGS LIMITED, SPOTIFY AB and SPOTIFY TECHNOLOGY S.A. DATED AS OF DECEMBER 15, 2017Investor Agreement • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc. • 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”).
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 AGREEMENTShareholder Agreements • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc. • 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:
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 • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc. • 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,
Exclusive Technical Service AgreementExclusive Technical Service Agreement • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc.
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 • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc.
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:
CHINA MUSIC CORPORATION 2014 SHARE INCENTIVE PLAN2014 Share Incentive Plan • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc.
Exclusive Technical Service AgreementExclusive Technical Service Agreement • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc.
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”).
Voting Trust AgreementVoting Trust Agreement • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc.
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 • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc.
LOAN AGREEMENT by and among Xie Guomin Shi Lixue And Yeelion Online Network Technology (Beijing) Co., Ltd. July 12, 2016Loan Agreement • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc.
This Loan Agreement (hereinafter referred to as “this Agreement”) is hereby executed by and among the parties below on July 12, 2016:
Voting Trust Agreement By and Among All the shareholders listed in Schedule A and Yeelion Online Network Technology (Beijing) Co., Ltd. and Beijing Kuwo Technology Co., Ltd. July 12, 2016Voting Trust Agreement • July 6th, 2018 • Tencent Music Entertainment Group • Services-computer programming, data processing, etc.
