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 • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations
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 • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations • Hong Kong
Loan AgreementLoan Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations
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 • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations
This Equity Interest Pledge Agreement (the “Agreement”) is entered into by and among the following Parties on February 8, 2018 in Beijing, People’s Republic of China (the “PRC”):
Equity Interest Pledge Agreement By and among Shareholders Listed in Schedule A Yeelion Online Network Technology (Beijing) Co., Ltd. And Beijing Kuwo Technology Co., Ltd. Regarding Beijing Kuwo Technology Co., Ltd. July 12, 2016Equity Interest Pledge Agreement • October 2nd, 2018 • 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 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 • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations
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:
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.)
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:
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,
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”).
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:
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 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”).
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
LOAN AGREEMENT by and among Xie Guomin Shi Lixue And Yeelion Online Network Technology (Beijing) Co., Ltd. July 12, 2016Loan 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 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 • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations
AMENDMENT TO SHAREHOLDERS AGREEMENTShareholders Agreement • October 2nd, 2018 • Tencent Music Entertainment Group • Radio broadcasting stations
AMENDMENT dated as of September 26, 2018 (this “Amendment Agreement”) to the Third Amended and Restated Shareholders Agreement, dated as of January 8, 2018 (the “Existing Shareholders Agreement” and as amended by this Amendment Agreement, the “Shareholders Agreement”), by and among Tencent Music Entertainment Group (騰訊音樂娛樂集團) (the “Company”), the Shareholders of the Company party to the Existing Shareholder Agreement and other parties thereto. Unless otherwise defined herein, terms used but not defined herein shall have the same meanings given to them in the Existing Shareholders Agreement.
