腾讯音乐美股招股说明书(2026-09-01版)

US$% Notes due 20US$% Notes due 20 We are offering US$of our% notes due 20(the “20 Notes”) and US$of our% notes due 20(the “20 Notes”,together with the 20Notes, the “Notes”). The 20 Notes will mature on, 20and the 20 Notes will mature on, 20. Interest on the Notes willaccrue from, 20and be payable onandof each year, beginning on, 2027. We may at our option redeem the Notes at any time prior tofor the 20Notes and prior tofor the 20Notes, in whole or in part, in eachcase, at a price equal to the greater of 100% of the principal amount of such Notes to be redeemed and the make-whole amount plus accrued and unpaid interest, if any,to (but not including) the redemption date. In addition, we may at our option redeem the Notes at any time on or afterfor the 20Notes and on or afterfor the 20Notes, in whole or in part, in each case, at a price equal to 100% of the principal amount of such Notes to be redeemed plus accrued and unpaidinterest, if any, to (but not including) the redemption date. We may also redeem the Notes at any time upon the occurrence of certain tax events. Upon the occurrence of a triggering event, we must make an offer torepurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to (but not including) the date ofrepurchase. For a more detailed description of the Notes, see “Description of the Notes” in this prospectus supplement. The Notes are our senior unsecured obligations and will rank senior in right of payment to all of our existing and future obligations expressly subordinated in rightof payment to the Notes; rank at least equal in right of payment with all of our existing and future unsecured unsubordinated obligations (subject to any priority rightspursuant to applicable law); be effectively subordinated to all of our existing and future secured obligations, to the extent of the value of the assets serving as securitytherefor; and be structurally subordinated to all existing and future obligations and other liabilities of our subsidiaries and consolidated affiliated entities. See “Risk Factors” beginning on page S-10 for a discussion of certain risks that should be considered in connection with an investment in the Notes. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Notes ordetermined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.PublicOfferingPrice(1)UnderwritingDiscountsProceeds toTencentMusicEntertainmentGroup(1)The Notes%%%TotalUS$US$US$ (1)Plus accrued interest, if any, from, 2026. Application will be made to The Stock Exchange of Hong Kong Limited (the “SEHK”) for the listing of, and permission to deal in, the Notes by way of debtissues to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited)(“Professional Investors”) only. This document is for distribution to Professional Investors only. Notice to Hong Kong investors:We confirm that the Notes are intended for purchase by Professional Investors only and will be listed on the SEHK on that basis.Accordingly, we confirm that the Notes are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved. SEHK has not reviewed the contents of this document, other than to ensure that the prescribed form disclaimer and responsibility statements, and astatement limiting distribution of this document to Professional Investors only have been reproduced in this document.Listing of the Notes on SEHK is not tobe taken as an indication of the commercial merits or credit quality of the Notes or the Company or the Group (as defined below), or quality of disclosure inthis document.Hong Kong Exchanges and Clearing Limited and SEHK take no responsibility for the contents of this document, make no representation as to itsaccuracy 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 contentsof this document. The information in this preliminary prospectus supplement is not complete and may be changed. Neither this preliminary prospectus supplement northe accompanying prospectus is an offer to sell these securities, nor does it solicit offers to buy these securities in any jurisdiction where the offer or saleis not permitted.This document includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for thepurpose of giving information with regard to the Company and the Notes. The Company accepts full responsibility for the accuracy of the information contained in thisdocument (including information incorporated by reference herein) and confirms, having made all reasonable enqui