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.
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.)
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. December 5, 2022Exclusive Option Agreement • April 25th, 2023 • Tencent Music Entertainment Group • Radio broadcasting stations
Mr. Xie Guomin and Mr. Shi Lixue as the transferees respectively entered into a share transfer agreement with other related parties (collectively the “Transferors”) on March 31, 2016. In accordance with the debt arrangements of assignment and offsetting by relevant parties, the share transfer price RMB 10,000,000 should pay by Mr. Xie Guomin and Mr. Shi Lixue to the WFOE should be deemed as the loan (the “Loan”), which was lent to Mr. Xie Guomin and Mr. Shi Lixue by the WFOE.
Voting Trust 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. December 5, 2022Voting Trust Agreement • April 25th, 2023 • Tencent Music Entertainment Group • Radio broadcasting stations
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.
Debt Assignment and Offset AgreementAssignment and Offset Agreement • April 25th, 2023 • Tencent Music Entertainment Group • Radio broadcasting stations
This Debt Assignment and Offset Agreement (the “Agreement”) is entered into on January 16, 2023 by and among Wang Meiqi (PRC Identification number: [ ], the “Transferor”), Shenzhen Qianhai Daizheng Music Culture Co., Ltd. (Unified Social Credit Code: 91440300MA5GDLLP7X, the “Transferee”), and Tencent Music (Beijing) Co., Ltd. (former name “Ocean Interaction (Beijing) Information Technology Co., Ltd.” before its name change on December 2, 2016, the “WFOE”).
Debt Assignment and Offset AgreementAssignment and Offset Agreement • April 25th, 2023 • Tencent Music Entertainment Group • Radio broadcasting stations
This Debt Assignment and Offset Agreement (the “Agreement”) is entered into on August 1, 2022, by and among Wang Meiqi (PRC Identification number: [ ]) (the “Transferor”), and Shenzhen Qianhai Daizheng Music Culture Co., Ltd. (Unified Social Credit Code: 91440300MA5GDLLP7X) (the “Transferee”), and Yeelion Online Network Technology (Beijing) Co., Ltd. (the “WFOE”).
Debt Assignment and Offset AgreementAssignment and Offset Agreement • April 25th, 2023 • Tencent Music Entertainment Group • Radio broadcasting stations
This Debt Assignment and Offset Agreement (the “Agreement”) is entered into on January 16, 2023 by and among Qiu Zhongwei (PRC Identification number:[ ], the “Transferor”), Shenzhen Qianhai Daizheng Music Culture Co., Ltd. (Unified Social Credit Code: 91440300MA5GDLLP7X, the “Transferee”), and Tencent Music (Beijing) Co., Ltd. (former name “Ocean Interaction (Beijing) Information Technology Co., Ltd.” before its name change on December 2, 2016, the “WFOE”).
Equity Interest Pledge Agreement Of Guangzhou Kugou Computer Technology Co., Ltd. By and among Shareholders Listed in Schedule A Tencent Music (Beijing) Co., Ltd. And Guangzhou Kugou Computer Technology Co., Ltd. January 16, 2023Equity Interest Pledge Agreement • April 25th, 2023 • 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 Guangzhou Kugou Computer Technology Co., Ltd. By and Among All the shareholders listed in Schedule A and Tencent Music (Beijing) Co., Ltd. and Guangzhou Kugou Computer Technology Co., Ltd. January 16, 2023Exclusive Option Agreement • April 25th, 2023 • Tencent Music Entertainment Group • Radio broadcasting stations
Mr. Xie Guomin and Mr. Chen Xiaotao entered into a Capital Subscription Agreement to subscribe for the increased registered capital of the Company on November 20, 2013.
Voting Trust Agreement Of Guangzhou Kugou Computer Technology Co., Ltd. By and Among All the shareholders listed in Schedule A and Tencent Music (Beijing) Co., Ltd. and Guangzhou Kugou Computer Technology Co., Ltd. January 16, 2023Voting Trust Agreement • April 25th, 2023 • Tencent Music Entertainment Group • Radio broadcasting stations
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.
