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腾讯音乐招股说明书（英文）-201810.pdf
2018/10/3
Form F-1
F-1 1 d624633df1.htm FORM F-1
Table of Contents
As filed with the Securities and Exchange Commission on October 2, 2018.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Tencent Music Entertainment Group
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands
(State or other jurisdiction of
incorporation or organization)
7370
(Primary Standard Industrial
Classification Code Number)
Not Applicable
(I.R.S. Employer
Identification Number)
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
17/F, Malata Building, Kejizhongyi Road
Midwest District of Hi-tech Park
Nanshan District, Shenzhen, 518057
the People’s Republic of China
+86-755-8601-3388
Cogency Global Inc.
10 E. 40th Street, 10th Floor
New York, NY 10016
+1 (800) 221-0102
Copies to:
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Davis Polk & Wardwell LLP
c/o 18th Floor, The Hong Kong Club Building
James C. Lin, Esq.
Li He, Esq.
3A Chater Road
Central, Hong Kong
+852 2533-3300
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42nd Floor, Edinburgh Tower
Z. Julie Gao, Esq.
Will H. Cai, Esq.
The Landmark
15 Queen’s Road
Central, Hong Kong
+852 3740-4700
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012.
Emerging growth company ☐
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CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
Proposed
maximum
aggregate
offering price(1)
US$1,000,000,000
registration fee
Amount of
US$121,200
Class A ordinary shares, par value US$0.000083 per share(2)(3)
(1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933.
(2)
Includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their
distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public, and
also includes Class A ordinary shares that may be purchased by the underwriters pursuant to an over-allotment option. These Class A ordinary shares are not being
registered for the purpose of sales outside the United States.
(3) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form
F-6 (Registration No.333- ). Each American depositary share represents Class A ordinary shares.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may
determine.
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Form F-1
The information in this prospectus is not complete and may be changed. We [and the selling shareholders] may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not permitted.
Subject to completion
Preliminary Prospectus dated , 2018
American Depositary Shares
Tencent Music Entertainment Group
Representing Class A Ordinary Shares
This is an initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of Tencent Music Entertainment Group.
We are offering ADSs. [The selling shareholders identified in this prospectus are offering an additional ADSs. We will not receive any of the
proceeds from the sale of the ADSs being sold by the selling shareholders.] Each ADS represents of our Class A ordinary shares, par value US$0.000083 per
share.
Prior to this offering, there has been no public market for the ADSs. It is currently estimated that the initial public offering price per share will be between
US$ and US$ .
Following the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. The Pre-2018
Shareholders, including Tencent Holdings Limited, or Tencent, our controlling shareholder, will beneficially own all of our issued Class B ordinary shares and will be
able to exercise % of the total voting power of our issued and outstanding share capital immediately following the completion of this offering. Holders of Class A
ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each
Class B ordinary share is entitled to 15 votes and is convertible into one Class A ordinary share. Each Class B ordinary share is convertible into one Class A ordinary
share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer,
assignment or disposition of any Class B ordinary shares by a holder thereof to any non-affiliate to such holder, each of such Class B ordinary shares will be
automatically and immediately converted into one Class A ordinary share.
Following the completion of this offering, we will be a “controlled company” within the meaning of the [New York Stock Exchange] / [NASDAQ Global Market]
corporate governance rules because Tencent will beneficially own % of the total voting power of our then outstanding ordinary shares, assuming the underwriters
do not exercise their over-allotment option, or % of our then outstanding ordinary shares if the underwriters exercise their over-allotment option in full. See
“Principal [and Selling] Shareholders.”
We [have applied for] listing the ADSs on the [New York Stock Exchange] / [NASDAQ Global Market] under the symbol “TME.”
See “Risk Factors” beginning on page 25 for factors you should consider before buying the ADSs.
Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Public offering price
Underwriting discounts and commissions(1)
Proceeds, before expenses, to us
(1) For a description of the compensation payable to the underwriters, see “Underwriting.”
Per ADS
US$
US$
US$
Total
US$
US$
US$
The underwriters have a 30-day option to purchase up to an additional ADSs from us [and certain selling shareholders] at the initial public offering price
less the underwriting discounts and commissions.
The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, NY on , 2018.
BofA Merrill Lynch
Allen & Company LLC
Credit Suisse
(in alphabetical order)
Deutsche Bank Securities
Goldman Sachs (Asia) L.L.C.
J.P. Morgan
Morgan Stanley
BOCI
HSBC
CICC
KeyBanc Capital Markets
China Renaissance
Stifel
The date of this prospectus is , 2018.
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Form F-1
TABLE OF CONTENTS
Prospectus Summary
Our Corporate Information
Conventions Which Apply to this Prospectus
The Offering
Summary Consolidated Financial Data and Operating Data
Risk Factors
Special Note Regarding Forward-Looking Statements
Use of Proceeds
Dividend Policy
Capitalization
Dilution
Exchange Rate Information
Enforceability of Civil Liabilities
Corporate History and Structure
Our Relationship with Tencent
Selected Consolidated Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Industry Overview
Business
PRC Regulation
Management
Principal [and Selling] Shareholders
Related Party Transactions
Description of Share Capital
Description of American Depositary Shares
Shares Eligible for Future Sale
Taxation
Underwriting
Expenses Relating to this Offering
Legal Matters
Experts
Where You Can Find Additional Information
Index to Consolidated Financial Statements
Page
1
11
12
15
18
25
70
71
72
73
74
76
77
79
86
88
93
124
130
156
174
186
189
192
207
215
217
223
233
234
235
236
F-1
We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared
by or on behalf of us or to which we may have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. We and the underwriters have not authorized any other person to provide you with different or additional
information. Neither we nor the underwriters are making an offer to sell the ADSs in any jurisdiction where the offer or sale is not permitted. This
offering is being made in the United States and elsewhere solely on the basis of the information contained in this prospectus. You should assume that the
information appearing in this prospectus is true, complete and accurate only as of the date on the front cover of this prospectus, regardless of the time of
delivery of this prospectus or any sale of the ADSs. Our business, financial condition, results of operations and prospects may have changed since the
date on the front cover of this prospectus.
Until , 2018 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade the ADSs, whether or not
participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus
when acting as underwriters and with respect to their unsold allotments or subscriptions.
i
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Form F-1
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial
statements and the related notes appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus
carefully, especially the risks of investing in the ADSs discussed under “Risk Factors” and information contained in “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” before deciding whether to buy the ADSs. Investors should note that Tencent
Music Entertainment Group, our ultimate Cayman Islands holding company, does not directly own any substantive business operations in the PRC
and the businesses described in this prospectus are operated through our VIEs.
Overview
Our mission is to use technology to elevate the role of music in people’s lives, by enabling them to create, enjoy, share and interact with
music.
Music is a universal passion. No matter who we are, or where we come from, we all have our favorite songs, albums or artists. We love music
because it can inspire, uplift, motivate and enrich our lives. Music reaches us in deeply personal ways and connects us with each other through
engaging, social and fun experiences.
With over 1.4 billion people, China has a massive audience with a growing demand for music entertainment. Until recently, the music
industry in China was relatively underdeveloped and highly fragmented largely due to deficiencies in copyright protection. Piracy was rampant.
People didn’t see the value of paying for music. Spending on music entertainment in China has been relatively low. According to iResearch, while
the recorded music market in the U.S. was more than 45 times that of China in 2017 on a per capita basis, China’s per capita spending on recorded
music is expected to more than quadruple between 2017 and 2023, demonstrating tremendous growth potential.
We are pioneering the way people enjoy online music and music-centric social entertainment services. We have demonstrated that users will
pay for personalized, engaging and interactive music experiences. Just as we value our users, we also respect those who create music. This is why
we champion copyright protection—because unless content creators are rewarded for their creative work, there won’t be a sustainable music
entertainment industry in the long run. Our scale, technology and commitment to copyright protection make us a partner of choice for artists and
content owners.
Our Platform
We are the largest online music entertainment platform in China, operating the top four music mobile apps in terms of mobile MAUs in the
second quarter of 2018. Our platform comprises our online music, online karaoke and music-centric live streaming services, supported by our
content offerings, technology and data.
Our platform is an all-in-one music entertainment destination that allows users to seamlessly engage with music in many ways, including
discovering, listening, singing, watching, performing and socializing. On our platform, social interactions such as sharing, liking, commenting,
following and virtual gifting, are deeply integrated in our products and highly complementary to the core music experience, thereby enhancing our
user experience, engagement and retention. As a result, we have built our platform into not just a music streaming platform, but a broad community
for music fans to discover, listen, sing, watch, perform and socialize.
1
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