腾讯音乐 2026年年度报告和过渡报告

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 shorter period that the registrantwas 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 the preceding 12 months (orfor 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,” “accelerated filer,” and “emerging 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 orrevised 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) of the 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 issued financial 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 recoveryperiod 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: by the International Accounting Standards Board☒Other☐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 of securities under a planconfirmed by a court.Yes☐No☐ TABLE OF CONTENTS INTRODUCTIONFORWARD-LOOKING INFORMATION PART I ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLEITEM 3.KEY INFORMATIONITEM 4.INFORMATION ON THE COMPANYITEM 4A.UNRESOLVED STAFF COMMENTSITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTSITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSITEM 8.FINANCIAL INFORMATIONITEM 9.THE OFFER AND LISTINGITEM 10.ADDITIONAL INFORMATIONITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES PART II ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES150ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS150ITEM 15.CONTROLS AND PROCEDURES150ITEM 16.RESERVED151ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT151ITEM 16B.CODE OF ETHICS151ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES151ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES151ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS152ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT152ITEM 16G.CORPORATE GOVERNANCE152ITEM 16H.MINE SAFETY DISCLOSURE152ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS152ITEM 16J.INSIDER TRADING POLICIES152ITEM 16K.CYBERSECURITY152 PART III ITEM 17.FINANCIAL STATEMENTS154ITEM 18.FINANCIAL STATEMENTS154ITEM 19.EXHIBITS154INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 INTRODUCTION Except where the context otherwise indicates and for the purpose of this annual report only: i•“ADSs” refers to the American depositary shares, each representing two Class A ordinary shares;•“AI” refers to artificial intelligence;•“AIGC” refers to AI-generated content;•“Articles of Association” refers to our amended and restated memorandum and articles of association, as amended from timeto time;•“Beijing Gongse” refers to Beijing Gongse Enterprise Management Co., Ltd., one of the VIEs;•“Beijing Kuwo” refers to Beijing Kuwo Technology Co., Ltd., one of