Form SCHEDULE 13G/A Tencent Music Entertainm Filed by: Tencent Holdings Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)*
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Tencent Music Entertainment Group (Name of Issuer) |
Class A Ordinary Shares, par value US$0.000083 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Min River Investment Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,659,038,412.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
50.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Tencent Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,817,399,419.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
55.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
Tencent Music Entertainment Group |
| (b) | Address of issuer's principal executive offices:
17 /F, Matsunichi Building, Kejizhongyi Road, Midwest District of Hi-tech Park, Nanshan District Shenzhen, 518057, the People's Republic of China |
| Item 2. | |
| (a) | Name of person filing:
Min River Investment Limited ("Min River")
Tencent Holdings Limited ("Tencent Holdings") |
| (b) | Address or principal business office or, if none, residence:
For both Min River and Tencent Holdings:
29/F., Three Pacific Place
No. 1 Queen's Road East
Wanchai, Hong Kong |
| (c) | Citizenship:
Min River - The British Virgin Islands
Tencent Holdings -The Cayman Islands |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value US$0.000083 per share |
| (e) | CUSIP No.:
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Min River beneficially owns 1,640,456,882 Class B Ordinary Shares, each of which is freely convertible into one Class A Ordinary Share at the discretion of Min River. In addition, Min River may be deemed to beneficially own 18,581,530 Class A Ordinary Shares that are held by certain minority shareholders of the Issuer, the voting power of which is vested with Min River pursuant to certain share subscription agreement entered into by and among the Issuer, Min River and each of these minority shareholders. Min River disclaims the pecuniary interests in the foregoing 18,581,530 Class A Ordinary Shares held by those minority shareholders.
Tencent Holdings may be deemed to beneficially own 1,817,399,419 Class A Ordinary Shares, consisting of (i) 1,640,456,882 Class B Ordinary Shares held by Min River, a wholly-owned subsidiary of Tencent Holdings, each of which is freely convertible into one Class A Ordinary Share at the discretion of Min River; (ii) 18,581,530 Class A Ordinary Shares held by certain minority shareholders of the Issuer, the voting power of which is vested with Min River pursuant to certain share subscription agreement entered into by and among the Issuer, Min River and each of these minority shareholders; (iii) 14,715,952 Class A Ordinary Shares held by Image Frame Investment (HK) Limited, a wholly-owned subsidiary of Tencent Holdings; (iv) 2,229,706 Class A Ordinary Shares held by Cloudary Holdings Limited, whose parent company China Literature Limited is a majority-owned subsidiary of Tencent Holdings; and (v) 141,415,349 Class A Ordinary Shares (representing 50% of the 282,830,698 Class A Ordinary Shares held by Spotify AB, an affiliate of Spotify Technology S.A. ("Spotify")), the voting power of which is vested with Tencent Holdings pursuant to certain investor agreement dated December 15, 2017, entered into by and among Tencent Holdings, Spotify, and certain other parties thereto (the "Spotify Investor Agreement"), and the voting undertaking dated December 8, 2017, delivered by Tencent Holdings to certain parties thereto (the "Tencent Voting Undertaking"). Under the Spotify Investor Agreement, Spotify granted Tencent Holdings a sole and exclusive right to vote all securities of the Issuer beneficially owned by Spotify and its affiliates; however, under the Tencent Voting Undertaking, Tencent Holdings is required to vote 50% of such securities subject to such proxy in proportion to the votes cast for and against by certain non-Spotify shareholders. Tencent Holdings disclaims the pecuniary interests in the foregoing 18,581,530 Class A Ordinary Shares held by those minority shareholders, and the foregoing 282,830,698 Class A Ordinary Shares held by Spotify AB. |
| (b) | Percent of class:
See row 11 of the cover page of each reporting person. The foregoing calculation is based on an aggregate of 3,277,111,937 Class A Ordinary Shares outstanding, which is the sum of (i) 1,636,655,055 Class A Ordinary Shares outstanding as of June 30, 2026 based on information provided by the Issuer; and (ii) 1,640,456,882 Class B Ordinary Shares held by Min River, each of which is freely convertible into one Class A Ordinary Share at the discretion of Min River. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See row 5 of the cover page for each reporting person. | |
| (ii) Shared power to vote or to direct the vote:
See row 6 of the cover page of each reporting person. | |
| (iii) Sole power to dispose or to direct the disposition of:
See row 7 of the cover page of each reporting person. | |
| (iv) Shared power to dispose or to direct the disposition of:
See row 8 of the cover page of each reporting person. | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A - Joint Filing Agreement (previously filed as Exhibit A to Amendment No. 3 to Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on February 10, 2023). |