腾讯音乐2023年度报告

FORM 20-F OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company reportCommission file number: 001-38751 Tencent Music Entertainment Group (Exact name of Registrant as specified in its charter) None(Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.3,432,154,261 ordinary shares, comprised of 1,767,205,006 Class A ordinary shares, par value US$0.000083 per share, and 1,664,949,255 Class B ordinary shares, par value US$0.000083 per share, as ofDecember 31, 2023. Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “acceleratedfiler,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 forcomplying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) ofthe Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.☐Item 17☐Item 18If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☐(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution ofsecurities under a plan confirmed by a court.Yes☐No☐ TABLE OF CONTENTS INTRODUCTION FORWARD-LOOKING INFORMATIONivPART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY64ITEM 4A.UNRESOLVED STAFF COMMENTS109ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS109ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES125ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS136ITEM 8.FINANCIAL INFORMATION139ITEM 9.THE OFFER AND LISTING140 ITEM 10.ADDITIONAL INFORMATION141ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK150ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES151PART II153ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES153ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS153ITEM 15.CONTROLS AND PROCEDURES153ITEM 16.RESERVED154ITEM16.A.AUDIT COMMITTEE FINANCIAL EXPERT154ITEM16.B.CODE OF ETHICS154ITEM16.C.PRINCIPAL ACCOUNTANT FEES AND SERVICES154ITEM16.D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES155ITEM16.E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS155ITEM16.F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT155ITEM16.G.CORPORATE GOV