Tencent : Circular (Distribution in connection with the Spin-off and Separate Listing of Tencent Music Entertainment Group)

THIS CIRCULAR AND THE ENCLOSED FORM OF ELECTION ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Circular or the accompanying Form of Election, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular or the accompanying Form of Election.

If you are in any doubt as to any aspect of this Circular or the accompanying Form of Election or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all of your shares in Tencent Holdings Limited, you should at once hand this Circular and the accompanying Form of Election to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

A Form of Election is enclosed with this Circular for use by Qualifying Shareholders (other than ADS Non-Qualifying Shareholders) holding 3,900 Shares or more, in connection with their claiming of their entitlements under the Distribution and electing to receive Distribution ADSs.

The Form of Election will not be sent to Qualifying Shareholders holding less than 3,900 Shares or to ADS Non-Qualifying Shareholders. Qualifying Shareholders holding less than 3,900 Shares and ADS Non-Qualifying Shareholders will receive this Circular for information purpose only.

Nothing in this Circular constitutes an offer of securities for sale in the U.S. or any other jurisdictions where it is unlawful to do so. The Distribution ADSs have not been, and will not be, registered under the Securities Act, or the securities laws of any state of the U.S. or other jurisdictions, and the Distribution ADSs may not be offered or sold, directly or indirectly, within the U.S. or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

This Circular may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever and, in particular, may not be forwarded to any U.S. Person or U.S. address. Any forwarding, distribution or reproduction of this Circular in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

TENCENT HOLDINGS LIMITED ᙜৃછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 700)

DISTRIBUTION IN CONNECTION WITH THE SPIN-OFF AND SEPARATE LISTING OF TENCENT MUSIC ENTERTAINMENT GROUP

11 January 2019

CONTENTS

Definition

Page
1
5
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
		1
Distribution ADSs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
		1
Particulars of the Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
		1
Entitlements to Cash Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
		1
FormofElection ......................................................	8
		1
ActiontobetakenbyBeneficialOwners ....................................	10
		1
ActiontobetakenbyCCASSInvestorParticipants ............................	11
		1
Transfer of Distribution ADSs to Qualifying Shareholders and Despatch of Cheques to
	1
Qualifying Shareholders and to ADS Non-Qualifying Shareholders . . . . . . . . . . . . . . .	11
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
		1
Overseas Shareholders and Stock Connect Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
		1
General ..............................................................	12
		1
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Letter from the Board .....................................................

In this Circular, unless the context otherwise requires, the following expressions shall have the following meanings:

Term	Definition
"ADS(s)"	American depositary shares issued pursuant to a deposit
agreement between Tencent Music and The Bank of New York
Mellon, each representing two Class A Shares in Tencent
Music, which are listed on the NYSE
"ADS Non-Qualifying	as defined in the section headed "PARTICULARS OF THE
Shareholders"	DISTRIBUTION - ADS Non-Qualifying Shareholders"
"ADS Offer Price"	US$13.00 (equivalent to approximately HK$101.74) per ADS,
the initial public offer price of an ADS under the Offering
"Beneficial Owner(s)"	any beneficial owner(s) of Shares whose Shares are registered
on the register of members of the Company in the name of a
nominee, trustee, depository or any other authorised
custodian or third party (including but not limited to HKSCC
Nominees Limited in respect of Shares deposited in CCASS)
"Board"	the board of Directors
"CCASS"	the Central Clearing and Settlement System established and
operated by Hong Kong Securities Clearing Company Limited
"CCASS Investor Participant"	a person admitted to participate in CCASS as an investor
participant who may be an individual or joint individuals or a
corporation
"CCASS Participant"	a person admitted by Hong Kong Securities Clearing
Company Limited as a participant of CCASS
"Circular"	this circular despatched to the Shareholders on 11 January
2019 in respect of the Distribution, which is accompanied by
a Form of Election (if applicable)
"Class A Share(s)"	Class A ordinary share(s) of Tencent Music with par value of
US$0.000083 each and each share of which is entitled to one
vote
"Company"	Tencent Holdings Limited, a limited liability company
organised and existing under the laws of the Cayman Islands
and whose Shares are listed on the Stock Exchange
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"control(s)"

the power to direct the management and policies of the person in question, whether through the ownership of voting securities, by contract, or otherwise and "controlled" shall be construed accordingly

"Depositary"

"Director(s)"

The Bank of New York Mellon director(s) of the Company

"Distribution"

the special dividend of the Company, to be satisfied by the distribution of the Distribution ADSs and/or the payment of cash on and subject to the terms and conditions as set out in this Circular

"Distribution ADS(s)"

the ADS(s) to be distributed to Qualifying Shareholders (other than ADS Non-Qualifying Shareholders) pursuant to the Distribution and subject to certain resale restrictions as set out in the section headed "DISTRIBUTION ADSs"

"Distribution Compliance Period"

a period of 40 days commencing on the date of the last transfer of the Distribution ADSs to Qualifying Shareholders as notified by Tencent Music to the Depositary

"DTC"

the Depository Trust Company

"Form(s) of Election"

the form(s) of election to be completed by Qualifying Shareholders (other than ADS Non-Qualifying Shareholders) who hold at least a Qualifying Lot pursuant to which such Qualifying Shareholders may elect to receive the Distribution ADSs or cash payment in lieu of all the Distribution ADSs to which they are entitled

"HK$"

"Hong Kong"

"Intermediary"

Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC in relation to a Beneficial Owner whose Shares are deposited in CCASS and registered in the name of HKSCC Nominees Limited, means the Beneficial Owner's broker, custodian, nominee or other relevant person who is a CCASS Participant or who has deposited the Beneficial Owner's Shares with a CCASS Participant

"NYSE"

the New York Stock Exchange

"Offering"

the initial public offering of the ADSs in connection with the spin-off of the Company's majority-owned online music entertainment business operated by Tencent Music

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DEFINITION
"PRC"	the People's Republic of China, which for the purpose of this
Circular, does not include Hong Kong, the Macau Special
Administrative Region and Taiwan
"Qualifying Lot"	3,900 Shares
"Qualifying Shareholder(s)"	Registered Shareholder(s) on the Record Date
"Record Date"	4 January 2019, the date by reference to which entitlements to
the Distribution are determined
"Registered Shareholder(s)"	Shareholder(s) whose name(s) appears on the register of
members of the Company from time to time
"Regulation S"	Regulation S under the Securities Act
"Securities Act"	the United States Securities Act of 1933, as amended
"Share(s)"	ordinary share(s) of HK$0.00002 each in the share capital of
the Company (or of such other nominal amount as shall result
from a sub-division, consolidation, reclassification or
reconstruction of the share capital of the Company from time
to time)
"Share Registrar"	the branch share registrar of the Company, namely,
Computershare Hong Kong Investor Services Limited at 17M
Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai,
Hong Kong
"Shareholder(s)"	holder(s) of the Share(s)
"Spin-off Committee"	a committee formed by the board resolutions passed by the
Board on 26 May 2018 comprising, as at the date of this
Circular, Lau Chi Ping Martin, James Gordon Mitchell and Lo
Shek Hon John, with authority to, among other things,
consider the declaration, and to determine the terms, of the
Distribution and to take all necessary steps to implement the
Distribution
"Stock Connect"	Shanghai-Hong Kong Stock Connect and Shenzhen-Hong
Kong Stock Connect
"Stock Connect Investors"	the PRC southbound trading investors holding the Company's
securities through the Stock Connect
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Tencent Music"	Tencent Music Entertainment Group, an exempted limited
liability company incorporated in the Cayman Islands
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