1、g29g10g14g3g14g3g47g19g15g17g19g16g16g47g49g14g11g4Bg57g50g3g29g32g35g30g3g29g10g14g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56As filed with the Securities and Exchange Commission on October 2, 2018.Registration No. 333 g63g63g63UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20
2、549g63 g63FORM F1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933g63 g63Tencent Music Entertainment Group(Exact name of Registrant as specified in its charter)g63 g63Not Applicable(Translation of Registrants name into English)g63 g63g63Cayman Islands 7370 Not Applicable(State or other jurisdict
3、ion ofincorporation or organization) (Primary Standard IndustrialClassification Code Number) (I.R.S. EmployerIdentification Number)17/F, Malata Building, Kejizhongyi RoadMidwest District of Hitech ParkNanshan District, Shenzhen, 518057the Peoples Republic of China+8675586013388(Address, Including Zi
4、p Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)g63 g63Cogency Global Inc.10 E. 40th Street, 10th Floor每日免费获取报告1、每日微信群内分享 5+最新重磅报告；2、每日分享当日 华尔街日报 、金融时报；3、每周分享 经济学人4、每月汇总 500+份当月重磅报告（增值服务）扫一扫二维码关注公号回复 ： 研究报告加入“起点财经”微信群。New York, NY 10016+1 (800) 2210102(N
5、ame, address, including zip code, and telephone number, including area code, of agent for service)g63 g63Copies to:g63James C. Lin, Esq.Li He, Esq.Davis Polk & Wardwell LLPc/o 18th Floor, The Hong Kong Club Building3A Chater RoadCentral, Hong Kong+852 25333300Z. Julie Gao, Esq.Will H. Cai, Esq.Skadd
6、en, Arps, Slate, Meagher & Flom LLPc/o 42nd Floor, Edinburgh TowerThe Landmark15 Queens RoadCentral, Hong Kong+852 37404700g63 g63Approximate 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 b
7、eing registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, checkthe 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
8、 box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering. If this Form is a posteffective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registrationstate
9、ment number of the earlier effective registration statement for the same offering. If this Form is a posteffective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration
10、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.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by che
11、ck mark if the registrant has elected not to usethe 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 th
12、e Financial Accounting Standards Board to its Accounting StandardsCodification after April 5, 2012.g63 g63CALCULATION OF REGISTRATION FEEg63Title of each class ofsecurities to be registered Proposedmaximumaggregate offering price(1) Amount of registration feeClass A ordinary shares, par value US$0.0
13、00083 per share(2)(3) US$1,000,000,000 US$121,200(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 re
14、sold from time to time in the United States either as part of theirdistribution 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, andalso includes Class A ordinary shares that may be purchased by
15、the underwriters pursuant to an overallotment option. These Class A ordinary shares are not beingregistered 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 reg
16、istration statement on FormF6 (Registration No.333 ). Each American depositary share represents Class A ordinary shares.g63 g63The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall filea further amend
17、ment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct 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),
18、 maydetermine.g63g63g63g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56The information in this prospectus is not complete and may be changed. We and the selling shareholders may not sell these securities until the registrationstatement filed with the Securities and Exchange Commission is effective.
19、 This prospectus is not an offer to sell these securities and it is not soliciting anoffer to buy these securities in any state where the offer or sale is not permitted.g63Subject to completionPreliminary Prospectus dated , 2018American Depositary Sharesg63Tencent Music Entertainment GroupRepresenti
20、ng Class A Ordinary Sharesg63 g63This 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
21、not receive any of theproceeds from the sale of the ADSs being sold by the selling shareholders. Each ADS represents of our Class A ordinary shares, par value US$0.000083 pershare.Prior to this offering, there has been no public market for the ADSs. It is currently estimated that the initial public
22、offering price per share will be betweenUS$ 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 Pre2018Shareholders, including Tencent Holdings Limited, or Tencent, our controlling shareholder, wil
23、l beneficially own all of our issued Class B ordinary shares and will beable to exercise % of the total voting power of our issued and outstanding share capital immediately following the completion of this offering. Holders of Class Aordinary shares and Class B ordinary shares have the same rights e
24、xcept for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and eachClass 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 ordinaryshare at any time by the holder
25、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 nonaffiliate to such holder, each of such Class B ordinary shares will beautoma
26、tically 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 Marketcorporate governance rules because Tencent will beneficially own % of the total votin
27、g power of our then outstanding ordinary shares, assuming the underwritersdo not exercise their overallotment option, or % of our then outstanding ordinary shares if the underwriters exercise their overallotment option in full. See“Principal and Selling Shareholders.”We have applied for listing the
28、ADSs on the New York Stock Exchange / NASDAQ Global Market under the symbol “TME.”g63 g63See “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 disapprov
29、ed of these securities or passedupon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.g63Per ADS Total Public offering price US$ US$ Underwriting discounts and commissions(1) US$ US$ Proceeds, before expenses, to us US$ US$ g63(1) For a descriptio
30、n of the compensation payable to the underwriters, see “Underwriting.”The underwriters have a 30day option to purchase up to an additional ADSs from us and certain selling shareholders at the initial public offering priceless the underwriting discounts and commissions.The underwriters expect to deli
31、ver the ADSs against payment in U.S. dollars in New York, NY on , 2018.g63 g63(in alphabetical order)g63BofA Merrill Lynch Deutsche Bank Securities Goldman Sachs (Asia) L.L.C. J.P. Morgan Morgan Stanleyg63 g63g63Allen & Company LLC BOCI CICC China RenaissanceCredit Suisse HSBC KeyBanc Capital Market
32、s Stifelg63 g63The date of this prospectus is , 2018.g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56TABLE OF CONTENTSg63Page Prospectus Summary 1 Our Corporate Information 11 Conventions Which Apply t
33、o this Prospectus 12 The Offering 15 Summary Consolidated Financial Data and Operating Data 18 Risk Factors 25 Special Note Regarding ForwardLooking Statements 70 Use of Proceeds 71 Dividend Policy 72 Capitalization 73 Dilution 74 Exchange Rate Information 76 Enforceability of Civil Liabilities 77 C
34、orporate History and Structure 79 Our Relationship with Tencent 86 Selected Consolidated Financial Data 88 Managements Discussion and Analysis of Financial Condition and Results of Operations 93 Industry Overview 124 Business 130 PRC Regulation 156 Management 174 Principal and Selling Shareholders 1
35、86 Related Party Transactions 189 Description of Share Capital 192 Description of American Depositary Shares 207 Shares Eligible for Future Sale 215 Taxation 217 Underwriting 223 Expenses Relating to this Offering 233 Legal Matters 234 Experts 235 Where You Can Find Additional Information 236 Index
36、to Consolidated Financial Statements F1 We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus preparedby or on behalf of us or to which we may have referred you. We take no responsibility for, and can provide no assura
37、nce as to the reliability of, any otherinformation that others may give you. We and the underwriters have not authorized any other person to provide you with different or additionalinformation. Neither we nor the underwriters are making an offer to sell the ADSs in any jurisdiction where the offer o
38、r sale is not permitted. Thisoffering is being made in the United States and elsewhere solely on the basis of the information contained in this prospectus. You should assume that theinformation appearing in this prospectus is true, complete and accurate only as of the date on the front cover of this
39、 prospectus, regardless of the time ofdelivery of this prospectus or any sale of the ADSs. Our business, financial condition, results of operations and prospects may have changed since thedate on the front cover of this prospectus.Until , 2018 (the 25th day after the date of this prospectus), all de
40、alers that buy, sell or trade the ADSs, whether or notparticipating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectuswhen acting as underwriters and with respect to their unsold allotments or subscriptions.g63ig37g44g4
41、5g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56PROSPECTUS SUMMARYThe following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financialstatements and the related notes appearing elsewhere in this prospectus. In addition to this summary, w
42、e urge you to read the entire prospectuscarefully, especially the risks of investing in the ADSs discussed under “Risk Factors” and information contained in “Managements Discussionand Analysis of Financial Condition and Results of Operations” before deciding whether to buy the ADSs. Investors should
43、 note that TencentMusic Entertainment Group, our ultimate Cayman Islands holding company, does not directly own any substantive business operations in the PRCand the businesses described in this prospectus are operated through our VIEs.OverviewOur mission is to use technology to elevate the role of
44、music in peoples lives, by enabling them to create, enjoy, share and interact withmusic.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 musicbecause it can inspire, uplift, motivate and enrich our lives. Music reac
45、hes us in deeply personal ways and connects us with each other throughengaging, 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 musicindustry in China was relatively underdeveloped and highly fra
46、gmented largely due to deficiencies in copyright protection. Piracy was rampant.People didnt see the value of paying for music. Spending on music entertainment in China has been relatively low. According to iResearch, whilethe recorded music market in the U.S. was more than 45 times that of China in
47、 2017 on a per capita basis, Chinas per capita spending on recordedmusic is expected to more than quadruple between 2017 and 2023, demonstrating tremendous growth potential.We are pioneering the way people enjoy online music and musiccentric social entertainment services. We have demonstrated that u
48、sers willpay for personalized, engaging and interactive music experiences. Just as we value our users, we also respect those who create music. This is whywe champion copyright protectionbecause unless content creators are rewarded for their creative work, there wont be a sustainable musicentertainme
49、nt industry in the long run. Our scale, technology and commitment to copyright protection make us a partner of choice for artists andcontent owners.Our PlatformWe are the largest online music entertainment platform in China, operating the top four music mobile apps in terms of mobile MAUs in thesecond quarter of
