Sec Form 13G Filing - Pacific Alliance Group Ltd filing for Tencent Music Entertainment GroupTencent Music Entertainment Group - 2019-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

Tencent Music Entertainment Group

(Name of Issuer)

Class A Ordinary Shares, par value US$0.000083 per share

(Title of Class of Securities)

88034P109 **

(CUSIP Number)

December 31, 2018

(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)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

**

There is no CUSIP number assigned to the Class A Ordinary Shares. This CUSIP number applies the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on the New York Stock Exchange under the symbol “TME.” Each ADS represents two Class A Ordinary Shares.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 88034P 109  

 

  1.   

Names of Reporting Persons.

 

PAGAC Music Holding II 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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

5.   

  

Sole Voting Power

 

244,047,346 Class B Ordinary Shares1

   6.   

Shared Voting Power

 

None

   7.   

Sole Dispositive Power

 

244,047,346 Class B Ordinary Shares1

   8.   

Shared Dispositive Power

 

None

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

244,047,346 Class B Ordinary Shares1

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

 & #xA0;  

11.  

Percent of Class Represented by Amount in Row (9)

 

9.2% of the Class B Ordinary Shares 2 (or 7.5% of the total Ordinary Shares assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares)

12.  

Type of Reporting Person (See Instructions)

 

CO

 

1.

Represents the 244,047,346 Class B Ordinary Shares directly held by PAGAC Music Holding II Limited.

2.

Based on 2,656,216,477 Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer. For the as-converted percentage, (i) the numerator is 244,047,346, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Class A Ordinary Share is entitled to one vote. Each Class B Ordinary Share is entitled to 15 votes. Each Class B Ordinary Share is convertible into a Class A Ordinary Share at any time by the holder thereof, while Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.


CUSIP No. 88034P 109  

 

  1.   

Names of Reporting Persons.

 

PAGAC Music Holding II LP

  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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

5.   

  

Sole Voting Power

 

20,374,437 Class B Ordinary Shares1

   6.   

Shared Voting Power

 

None

   7.   

Sole Dispositive Power

 

20,374,437 Class B Ordinary Shares1

   8.   

Shared Dispositive Power

 

None

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

20,374,437 Class B Ordinary Shares1

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

    

11.  

Percent of Class Represented by Amount in Row (9)

 

0.8% of the Class B Ordinary Shares 2 (or 0.6% of the total Ordinary Shares assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares)

12.  

Type of Reporting Person (See Instructions)

 

PN

 

1.

Represents the 20,374,437 Class B Ordinary Shares directly held by PAGAC Music Holding II LP.

2.

Based on 2,656,216,477 Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer. For the as-converted percentage, (i) the numerator is 20,374,437, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.


CUSIP No. 88034P 109  

 

  1.   

Names of Reporting Persons.

 

PAGAC Music Holding II-A LP

  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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

5.   

  

Sole Voting Power

 

10,780,509 Class B Ordinary Shares1

   6.   

Shared Voting Power

 

None

   7.   

Sole Dispositive Power

 

10,780,509 Class B Ordinary Shares1

   8.   

Shared Dispositive Power

 

None

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,780,509 Class B Ordinary Shares1

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

    

11.  

Percent of Class Represented by Amount in Row (9)

 

0.4% of the Class B Ordinary Shares 2 (or 0.3% of the total Ordinary Shares assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares)

12.  

Type of Reporting Person (See Instructions)

 

PN

 

1.

Represents the 10,780,509 Class B Ordinary Shares directly held by PAGAC Music Holding II-A LP.

2.

Based on 2,656,216,477 Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer. For the as-converted percentage, (i) the numerator is 10,780,509, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.


CUSIP No. 88034P 109  

 

  1.   

Names of Reporting Persons.

 

PAGAC Music Holding III LP

  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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

5.   

  

Sole Voting Power

 

21,561,017 Class B Ordinary Shares1

   6.   

Shared Voting Power

 

None

   7.   

Sole Dispositive Power

 

21,561,017 Class B Ordinary Shares1

   8.   

Shared Dispositive Power

 

None

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,561,017 Class B Ordinary Shares1

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

    

11.  

Percent of Class Represented by Amount in Row (9)

 

0.8% of the Class B Ordinary Shares 2 (or 0.7% of the total Ordinary Shares assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares)

12.  

Type of Reporting Person (See Instructions)

 

PN

 

1.

Represents the 21,561,017 Class B Ordinary Shares directly held by PAGAC Music Holding III LP.

2.

Based on 2,656,216,477 Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer. For the as-converted percentage, (i) the numerator is 21,561,017, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.


CUSIP No. 88034P 109  

 

  1.   

Names of Reporting Persons.

 

PAGAC Music Holding GP II 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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

5.   

  

Sole Voting Power

 

20,374,437 Class B Ordinary Shares1

   6.   

Shared Voting Power

 

None

   7.   

Sole Dispositive Power

 

20,374,437 Class B Ordinary Shares1

   8.   

Shared Dispositive Power

 

None

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

20,374,437 Class B Ordinary Shares1

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

    

11.  

Percent of Class Represented by Amount in Row (9)

 

0.8% of the Class B Ordinary Shares 2 (or 0.6% of the total Ordinary Shares assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares)

12.  

Type of Reporting Person (See Instructions)

 

CO

 

1.

Represents the 20,374,437 Class B Ordinary Shares directly held by PAGAC Music Holding II LP. PAGAC Music Holding GP II Limited is the general partner of PAGAC Music Holding II LP.

2.

Based on 2,656,216,477 Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer. For the as-converted percentage, (i) the numerator is 20,374,437, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.


CUSIP No. 88034P 109  

 

  1.   

Names of Reporting Persons.

 

PAGAC Music Holding GP II-A 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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

5.   

  

Sole Voting Power

 

10,780,509 Class B Ordinary Shares1

   6.   

Shared Voting Power

 

None

   7.   

Sole Dispositive Power

 

10,780,509 Class B Ordinary Shares1

   8.   

Shared Dispositive Power

 

None

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,780,509 Class B Ordinary Shares1

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

    

11.  

Percent of Class Represented by Amount in Row (9)

 

0.4% of the Class B Ordinary Shares 2 (or 0.3% of the total Ordinary Shares assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares)

12.  

Type of Reporting Person (See Instructions)

 

CO

 

1.

Represents the 10,780,509 Class B Ordinary Shares directly held by PAGAC Music Holding II-A LP. PAGAC Music Holding GP II-A Limited is the general partner of PAGAC Music Holding II-A LP.

2.

Based on 2,656,216,477 Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer. For the as-converted percentage, (i) the numerator is 10,780,509, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.


CUSIP No. 88034P 109  

 

  1.   

Names of Reporting Persons.

 

PAGAC Music Holding GP III 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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

5.   

  

Sole Voting Power

 

21,561,017 Class B Ordinary Shares1

   6.   

Shared Voting Power

 

None

   7.   

Sole Dispositive Power

 

21,561,017 Class B Ordinary Shares1

   8.   

Shared Dispositive Power

 

None

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,561,017 Class B Ordinary Shares1

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

    

11.  

Percent of Class Represented by Amount in Row (9)

 

0.8% of the Class B Ordinary Shares 2 (or 0.7% of the total Ordinary Shares assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares)

12.  

Type of Reporting Person (See Instructions)

 

CO

 

1.

Represents the 21,561,017 Class B Ordinary Shares directly held by PAGAC Music Holding III LP. PAGAC Music Holding GP III Limited is the general partner of PAGAC Music Holding III LP.

2.

Based on 2,656,216,477 Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer. For the as-converted percentage, (i) the numerator is 21,561,017, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.


CUSIP No. 88034P 109  

 

  1.   

Names of Reporting Persons.

 

PAG Capital 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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

5.   

  

Sole Voting Power

 

296,763,309 Class B Ordinary Shares1

   6.   

Shared Voting Power

 

None

   7.   

Sole Dispositive Power

 

296,763,309 Class B Ordinary Shares1

   8.   

Shared Dispositive Power

 

None

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

296,763,309 Class B Ordinary Shares1

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

    

11.  

Percent of Class Represented by Amount in Row (9)

 

11.2% of the Class B Ordinary Shares 2 (or 9.1% of the total Ordinary Shares assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares)

12.  

Type of Reporting Person (See Instructions)

 

CO

 

1.

Represents the sum of (i) 244,047,346 Class B Ordinary Shares directly held by PAGAC Music Holding II Limited, a company incorporated in Cayman Islands; (ii) 20,374,437 Class B Ordinary Shares directly held by PAGAC Music Holding II LP, a partnership registered in the Cayman Islands; (iii) 10,780,509 Class B Ordinary Shares directly held by PAGAC Music Holding II-A LP, a partnership registered in the Cayman Islands; and (iv) 21,561,017 Class B Ordinary Shares directly held by PAGAC Music Holding III LP, a partnership registered in the Cayman Islands. PAGAC Music Holding GP II Limited is the general partner of PAGAC Music Holding II LP. PAGAC Music Holding GP II-A Limited is the general partner of PAGAC Music Holding II-A LP. PAGAC Music Holding GP III Limited is the general partner of PAGAC Music Holding III LP. PAGAC Music Holding II Limited, PAGAC Music Holding GP II Limited, PAGAC Music Holding GP II-A Limited and PAGAC Music Holding GP III Limited are controlled by PAG Capital Limited.

2.

Based on 2,656,216,477 Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer. For the as-converted percentage, (i) the numerator is 296,763,309, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.


CUSIP No. 88034P 109  

 

  1.   

Names of Reporting Persons.

 

Pacific Alliance Group 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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

5.   

  

Sole Voting Power

 

296,763,309 Class B Ordinary Shares1

   6.   

Shared Voting Power

 

None

   7.   

Sole Dispositive Power

 

296,763,309 Class B Ordinary Shares1

   8.   

Shared Dispositive Power

 

None

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

296,763,309 Class B Ordinary Shares1

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

    

11.  

Percent of Class Represented by Amount in Row (9)

 

11.2% of the Class B Ordinary Shares 2 (or 9.1% of the total Ordinary Shares assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares)

12.  

Type of Reporting Person (See Instructions)

 

CO

 

1.

Represents the sum of (i) 244,047,346 Class B Ordinary Shares directly held by PAGAC Music Holding II Limited, a company incorporated in Cayman Islands; (ii) 20,374,437 Class B Ordinary Shares directly held by PAGAC Music Holding II LP, a partnership registered in the Cayman Islands; (iii) 10,780,509 Class B Ordinary Shares directly held by PAGAC Music Holding II-A LP, a partnership registered in the Cayman Islands; and (iv) 21,561,017 Class B Ordinary Shares directly held by PAGAC Music Holding III LP, a partnership registered in the Cayman Islands. PAGAC Music Holding GP II Limited is the general partner of PAGAC Music Holding II LP. PAGAC Music Holding GP II-A Limited is the general partner of PAGAC Music Holding II-A LP. PAGAC Music Holding GP III Limited is the general partner of PAGAC Music Holding III LP. PAGAC Music Holding II Limited, PAGAC Music Holding GP II Limited, PAGAC Music Holding GP II-A Limited and PAGAC Music Holding GP III Limited are controlled by PAG Capital Limited, which in turn is controlled by Pacific Alliance Group Limited.

2.

Based on 2,656,216,477 Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer. For the as-converted percentage, (i) the numerator is 296,763,309, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.


CUSIP No. 88034P 109  

 

  1.   

Names of Reporting Persons.

 

PAG 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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

5.   

  

Sole Voting Power

 

296,763,309 Class B Ordinary Shares1

   6.   

Shared Voting Power

 

None

   7.   

Sole Dispositive Power

 

296,763,309 Class B Ordinary Shares1

   8.   

Shared Dispositive Power

 

None

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

296,763,309 Class B Ordinary Shares1

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

    

11.  

Percent of Class Represented by Amount in Row (9)

 

11.2% of the Class B Ordinary Shares 2 (or 9.1% of the total Ordinary Shares assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares)

12.  

Type of Reporting Person (See Instructions)

 

CO

 

1.

Represents the sum of (i) 244,047,346 Class B Ordinary Shares directly held by PAGAC Music Holding II Limited, a company incorporated in Cayman Islands; (ii) 20,374,437 Class B Ordinary Shares directly held by PAGAC Music Holding II LP, a partnership registered in the Cayman Islands; (iii) 10,780,509 Class B Ordinary Shares directly held by PAGAC Music Holding II-A LP, a partnership registered in the Cayman Islands; and (iv) 21,561,017 Class B Ordinary Shares directly held by PAGAC Music Holding III LP, a partnership registered in the Cayman Islands. PAGAC Music Holding GP II Limited is the general partner of PAGAC Music Holding II LP. PAGAC Music Holding GP II-A Limited is the general partner of PAGAC Music Holding II-A LP. PAGAC Music Holding GP III Limited is the general partner of PAGAC Music Holding III LP. PAGAC Music Holding II Limited, PAGAC Music Holding GP II Limited, PAGAC Music Holding GP II-A Limited and PAGAC Music Holding GP III Limited are controlled by PAG Capital Limited, which in turn is controlled by Pacific Alliance Group Limited. Pacific Alliance Group Limited is controlled by PAG Holdings Limited.

2.

Based on 2,656,216,477 Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer. For the as-converted percentage, (i) the numerator is 296,763,309, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.


Item 1(a).

Name of Issuer:

Tencent Music Entertainment Group

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

17/F, Malata 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:

PAGAC Music Holding II Limited

PAGAC Music Holding II LP

PAGAC Music Holding II-A LP

PAGAC Music Holding III LP

PAGAC Music Holding GP II Limited

PAGAC Music Holding GP II-A Limited

PAGAC Music Holding GP III Limited

PAG Capital Limited

Pacific Alliance Group Limited

PAG Holdings Limited (collectively, the “Reporting Persons”)

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The registered address of PAGAC Music Holding II Limited is P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands.

The registered address of each of PAGAC Music Holding II LP, PAGAC Music Holding II-A LP, PAGAC Music Holding III LP, PAGAC Music Holding GP II Limited, PAGAC Music Holding GP II-A Limited, PAGAC Music Holding GP III Limited, PAG Capital Limited, Pacific Alliance Group Limited and PAG Holdings Limited is PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands.

 

Item 2(c).

Citizenship:

Cayman Islands for each of the Reporting Persons.

 

Item 2(d).

Title of Class of Securities:

Class A Ordinary Shares, par value US$0.000083 per share (each ADS representing two Class A Ordinary Shares).

 

Item 2(e).

CUSIP Number:

There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 88034P109 has been assigned to the ADSs of the Issuer, which are quoted on the New York Stock Exchange under the symbol “TME.” Each ADS represents two Class A Ordinary Shares.

 

Item 3.

If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.


Item 4.

Ownership.

The following information with respect to the ownership of the Ordinary Shares of the Issuer by the persons filing this statement is provided as of December 31, 2018. The table below is prepared based on 609,770,009 Class A Ordinary Shares and 2,656,216,477 Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Class A Ordinary Share is entitled to one vote. Each Class B Ordinary Share is entitled to 15 votes. Each Class B Ordinary Share is convertible into a Class A Ordinary Share at any time by the holder thereof, while Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.

 

Reporting Person:

PAGAC Music Holding II Limited

   Class A
Ordinary
Shares
    Class B
Ordinary
Shares
    Total
Ordinary
Shares on
as-converted
basis
    Percentage
of
Aggregate
Voting
Power(1)
 

(a) Amount beneficially owned:

     244,047,346  (2)       244,047,346  (3)       244,047,346  (2)       —    

(b) Percent of class:

     28.6 %(4)      9.2     7.5 (5)      9.0 %(1) 

(c) number of Shares as to which the person has:

        

(i) Sole power to vote or direct the vote:

     244,047,346       244,047,346       244,047,346       —    

(ii) Shared power to vote or to direct to vote:

     —         —         —         —    

(iii) Sole power to dispose or to direct the disposition of:

     244,047,346       244,047,346       244,047,346       —    

(iv) Shared power to dispose or to direct the disposition of:

     —         —         —         —    

 

Notes:

 

(1)

Percentage of aggregate voting power represents voting power of all Ordinary Shares held by the reporting person with respect to all outstanding shares of Class A and Class B Ordinary Shares of the Issuer on as-converted basis.

(2)

Represents the 244,047,346 Class B Ordinary Shares directly held by PAGAC Music Holding II Limited. Each Class B Ordinary Share is convertible into a Class A Ordinary Share at any time by the holder thereof. Pursuant to Rule 13d-3(d)(1), all shares of Class B Ordinary Shares held by the reporting persons shall be deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A Ordinary Shares beneficially owned by the reporting persons and (ii) calculating the percentages of the Class A Ordinary Shares owned by such persons. Consequently, all Class A Ordinary Shares amounts and percentages are inclusive of the Class B Ordinary Shares amounts and percentages set forth herein.

(3)

Represents the 244,047,346 Class B Ordinary Shares directly held by PAGAC Music Holding II Limited.

(4)

To derive this percentage, (i) the numerator is 244,047,346, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares outstanding at December 31, 2018 as provided by the Issuer, and (y) 244,047,346, being the number of Class A Ordinary Shares that the reporting person has the rights to acquire upon conversion of the same number of Class B Ordinary Shares.

(5)

To derive this percentage, (i) the numerator is 244,047,346, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.

 

Reporting Person:

PAGAC Music Holding II LP

   Class A
Ordinary
Shares
    Class B
Ordinary
Shares
    Total
Ordinary
Shares on
as-converted
basis
    Percentage
of
Aggregate
Voting
Power(1)
 

(a) Amount beneficially owned:

     20,374,437  (2)       20,374,437  (3)       20,374,437  (2)       —    

(b) Percent of class:

     3.2 %(4)      0.8     0.6 % (5)      0.8 %(1) 

(c) number of Shares as to which the person has:

        

(i) Sole power to vote or direct the vote:

     20,374,437       20,374,437       20,374,437       —    

(ii) Shared power to vote or to direct to vote:

     —         —         —         —    

(iii) Sole power to dispose or to direct the disposition of:

     20,374,437       20,374,437       20,374,437       —    

(iv) Shared power to dispose or to direct the disposition of:

     —         —         —         —    

 

Notes:

 

(1)

Percentage of aggregate voting power represents voting power of all Ordinary Shares held by the reporting person with respect to all outstanding shares of Class A and Class B Ordinary Shares of the Issuer on as-converted basis.


(2)

Represents the 20,374,437 Class B Ordinary Shares directly held by PAGAC Music Holding II LP. Each Class B Ordinary Share is convertible into a Class A Ordinary Share at any time by the holder thereof. Pursuant to Rule 13d-3(d)(1), all shares of Class B Ordinary Shares held by the reporting persons shall be deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A Ordinary Shares beneficially owned by the reporting persons and (ii) calculating the percentages of the Class A Ordinary Shares owned by such persons. Consequently, all Class A Ordinary Shares amounts and percentages are inclusive of the Class B Ordinary Shares amounts and percentages set forth herein.

(3)

Represents the 20,374,437 Class B Ordinary Shares directly held by PAGAC Music Holding II LP.

(4)

To derive this percentage, (i) the numerator is 20,374,437, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares outstanding at December 31, 2018 as provided by the Issuer, and (y) 20,374,437, being the number of Class A Ordinary Shares that the reporting person has the rights to acquire upon conversion of the same number of Class B Ordinary Shares.

(5)

To derive this percentage, (i) the numerator is 20,374,437, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.

 

Reporting Person:

PAGAC Music Holding II-A LP

   Class A
Ordinary
Shares
    Class B
Ordinary
Shares
    Total
Ordinary
Shares on
as-converted
basis
    Percentage
of
Aggregate
Voting
Power(1)
 

(a) Amount beneficially owned:

     10,780,509  (2)       10,780,509  (3)       10,780,509  (2)       —    

(b) Percent of class:

     1.7 %(4)      0.4     0.3 % (5)      0.4 %(1) 

(c) number of Shares as to which the person has:

        

(i) Sole power to vote or direct the vote:

     10,780,509       10,780,509       10,780,509       —    

(ii) Shared power to vote or to direct to vote:

     —         —         —         —    

(iii) Sole power to dispose or to direct the disposition of:

     10,780,509       10,780,509       10,780,509       —    

(iv) Shared power to dispose or to direct the disposition of:

     —         —         —         —    

 

Notes:

 

(1)

Percentage of aggregate voting power represents voting power of all Ordinary Shares held by the reporting person with respect to all outstanding shares of Class A and Class B Ordinary Shares of the Issuer on as-converted basis.

(2)

Represents the 10, 780,509 Class B Ordinary Shares directly held by PAGAC Music Holding II-A LP. Each Class B Ordinary Share is convertible into a Class A Ordinary Share at any time by the holder thereof. Pursuant to Rule 13d-3(d)(1), all shares of Class B Ordinary Shares held by the reporting persons shall be deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A Ordinary Shares beneficially owned by the reporting persons and (ii) calculating the percentages of the Class A Ordinary Shares owned by such persons. Consequently, all Class A Ordinary Shares amounts and percentages are inclusive of the Class B Ordinary Shares amounts and percentages set forth herein.

(3)

Represents the 10,780,509 Class B Ordinary Shares directly held by PAGAC Music Holding II-A LP.

(4)

To derive this percentage, (i) the numerator is 10,780,509, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares outstanding at December 31, 2018 as provided by the Issuer, and (y) 10,780,509, being the number of Class A Ordinary Shares that the reporting person has the rights to acquire upon conversion of the same number of Class B Ordinary Shares.

(5)

To derive this percentage, (i) the numerator is 10,780,509, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.


Reporting Person:

PAGAC Music Holding III LP

   Class A
Ordinary
Shares
    Class B
Ordinary
Shares
    Total
Ordinary
Shares on
as-converted
basis
    Percentage
of
Aggregate
Voting
Power(1)
 

(a) Amount beneficially owned:

     21,561,017  (2)       21,561,017  (3)       21,561,017  (2)       —    

(b) Percent of class:

     3.4 %(4)      0.8     0.7 % (5)      0.8 %(1) 

(c) number of Shares as to which the person has:

        

(i) Sole power to vote or direct the vote:

     21,561,017       21,561,017       21,561,017       —    

(ii) Shared power to vote or to direct to vote:

     —         —         —         —    

(iii) Sole power to dispose or to direct the disposition of:

     21,561,017       21,561,017       21,561,017       —    

(iv) Shared power to dispose or to direct the disposition of:

     —         —         —         —    

 

Notes:

 

(1)

Percentage of aggregate voting power represents voting power of all Ordinary Shares held by the reporting person with respect to all outstanding shares of Class A and Class B Ordinary Shares of the Issuer on as-converted basis.

(2)

Represents the 21,561,017 Class B Ordinary Shares directly held by PAGAC Music Holding III LP. Each Class B Ordinary Share is convertible into a Class A Ordinary Share at any time by the holder thereof. Pursuant to Rule 13d-3(d)(1), all shares of Class B Ordinary Shares held by the reporting persons shall be deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A Ordinary Shares beneficially owned by the reporting persons and (ii) calculating the percentages of the Class A Ordinary Shares owned by such persons. Consequently, all Class A Ordinary Shares amounts and percentages are inclusive of the Class B Ordinary Shares amounts and percentages set forth herein.

(3)

Represents the 21,561,017 Class B Ordinary Shares directly held by PAGAC Music Holding III LP.

(4)

To derive this percentage, (i) the numerator is 21,561,017, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares outstanding at December 31, 2018 as provided by the Issuer, and (y) 21,561,017, being the number of Class A Ordinary Shares that the reporting person has the rights to acquire upon conversion of the same number of Class B Ordinary Shares.

(5)

To derive this percentage, (i) the numerator is 21,561,017, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.

 

Reporting Person:

PAGAC Music Holding GP II Limited

   Class A
Ordinary
Shares
    Class B
Ordinary
Shares
    Total
Ordinary
Shares on
as-converted
basis
    Percentage
of
Aggregate
Voting
Power(1)
 

(a) Amount beneficially owned:

     20,374,437  (2)       20,374,437  (3)       20,374,437  (2)       —    

(b) Percent of class:

     3.2 %(4)      0.8     0.6 % (5)      0.8 %(1) 

(c) number of Shares as to which the person has:

        

(i) Sole power to vote or direct the vote:

     20,374,437       20,374,437       20,374,437       —    

(ii) Shared power to vote or to direct to vote:

     —         —         —         —    

(iii) Sole power to dispose or to direct the disposition of:

     20,374,437       20,374,437       20,374,437       —    

(iv) Shared power to dispose or to direct the disposition of:

     —         —         —         —    

 

Notes:

 

(1)

Percentage of aggregate voting power represents voting power of all Ordinary Shares held by the reporting person with respect to all outstanding shares of Class A and Class B Ordinary Shares of the Issuer on as-converted basis.


(2)

Represents the 20,374,437 Class B Ordinary Shares directly held by PAGAC Music Holding II LP. PAGAC Music Holding GP II Limited is the general partner of PAGAC Music Holding II LP. Each Class B Ordinary Share is convertible into a Class A Ordinary Share at any time by the holder thereof. Pursuant to Rule 13d-3(d)(1), all shares of Class B Ordinary Shares held by the reporting persons shall be deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A Ordinary Shares beneficially owned by the reporting persons and (ii) calculating the percentages of the Class A Ordinary Shares owned by such persons. Consequently, all Class A Ordinary Shares amounts and percentages are inclusive of the Class B Ordinary Shares amounts and percentages set forth herein.

(3)

Represents the 20,374,437 Class B Ordinary Shares directly held by PAGAC Music Holding II LP. PAGAC Music Holding GP II Limited is the general partner of PAGAC Music Holding II LP.

(4)

To derive this percentage, (i) the numerator is 20,374,437, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares outstanding at December 31, 2018 as provided by the Issuer, and (y) 20,374,437, being the number of Class A Ordinary Shares that the reporting person has the rights to acquire upon conversion of the same number of Class B Ordinary Shares.

(5)

To derive this percentage, (i) the numerator is 20,374,437, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.

 

Reporting Person:

PAGAC Music Holding GP II-A Limited

   Class A
Ordinary
Shares
    Class B
Ordinary
Shares
    Total
Ordinary
Shares on
as-converted
basis
    Percentage
of
Aggregate
Voting
Power(1)
 

(a) Amount beneficially owned:

     10,780,509  (2)       10,780,509  (3)       10,780,509  (2)       —    

(b) Percent of class:

     1.7 %(4)      0.4     0.3 % (5)      0.4 %(1) 

(c) number of Shares as to which the person has:

        

(i) Sole power to vote or direct the vote:

     10,780,509       10,780,509       10,780,509       —    

(ii) Shared power to vote or to direct to vote:

     —         —         —         —    

(iii) Sole power to dispose or to direct the disposition of:

     10,780,509       10,780,509       10,780,509       —    

(iv) Shared power to dispose or to direct the disposition of:

     —         —         —         —    

 

Notes:

 

(1)

Percentage of aggregate voting power represents voting power of all Ordinary Shares held by the reporting person with respect to all outstanding shares of Class A and Class B Ordinary Shares of the Issuer on as-converted basis.

(2)

Represents the 10,780,509 Class B Ordinary Shares directly held by PAGAC Music Holding II-A LP. PAGAC Music Holding GP II-A Limited is the general partner of PAGAC Music Holding II-A LP. Each Class B Ordinary Share is convertible into a Class A Ordinary Share at any time by the holder thereof. Pursuant to Rule 13d-3(d)(1), all shares of Class B Ordinary Shares held by the reporting persons shall be deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A Ordinary Shares beneficially owned by the reporting persons and (ii) calculating the percentages of the Class A Ordinary Shares owned by such persons. Consequently, all Class A Ordinary Shares amounts and percentages are inclusive of the Class B Ordinary Shares amounts and percentages set forth herein.

(3)

Represents the 10,780,509 Class B Ordinary Shares directly held by PAGAC Music Holding II-A LP. PAGAC Music Holding GP II-A Limited is the general partner of PAGAC Music Holding II-A LP.

(4)

To derive this percentage, (i) the numerator is 10,780,509, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares outstanding at December 31, 2018 as provided by the Issuer, and (y) 10,780,509, being the number of Class A Ordinary Shares that the reporting person has the rights to acquire upon conversion of the same number of Class B Ordinary Shares.

(5)

To derive this percentage, (i) the numerator is 10,780,509, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.


Reporting Person:

PAGAC Music Holding GP III Limited

   Class A
Ordinary
Shares
    Class B
Ordinary
Shares
    Total
Ordinary
Shares on
as-converted
basis
    Percentage
of
Aggregate
Voting
Power(1)
 

(a) Amount beneficially owned:

     21,561,017  (2)       21,561,017  (3)       21,561,017  (2)       —    

(b) Percent of class:

     3.4 %(4)      0.8     0.7 % (5)      0.8 %(1) 

(c) number of Shares as to which the person has:

        

(i) Sole power to vote or direct the vote:

     21,561,017       21,561,017       21,561,017       —    

(ii) Shared power to vote or to direct to vote:

     —         —         —         —    

(iii) Sole power to dispose or to direct the disposition of:

     21,561,017       21,561,017       21,561,017       —    

(iv) Shared power to dispose or to direct the disposition of:

     —         —         —         —    

 

Notes:

 

(1)

Percentage of aggregate voting power represents voting power of all Ordinary Shares held by the reporting person with respect to all outstanding shares of Class A and Class B Ordinary Shares of the Issuer on as-converted basis.

(2)

Represents the 21,561,017 Class B Ordinary Shares directly held by PAGAC Music Holding III LP. PAGAC Music Holding GP III Limited is the general partner of PAGAC Music Holding III LP. Each Class B Ordinary Share is convertible into a Class A Ordinary Share at any time by the holder thereof. Pursuant to Rule 13d-3(d)(1), all shares of Class B Ordinary Shares held by the reporting persons shall be deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A Ordinary Shares beneficially owned by the reporting persons and (ii) calculating the percentages of the Class A Ordinary Shares owned by such persons. Consequently, all Class A Ordinary Shares amounts and percentages are inclusive of the Class B Ordinary Shares amounts and percentages set forth herein.

(3)

Represents the 21,561,017 Class B Ordinary Shares directly held by PAGAC Music Holding III LP. PAGAC Music Holding GP III Limited is the general partner of PAGAC Music Holding III LP.

(4)

To derive this percentage, (i) the numerator is 21,561,017, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares outstanding at December 31, 2018 as provided by the Issuer, and (y) 21,561,017, being the number of Class A Ordinary Shares that the reporting person has the rights to acquire upon conversion of the same number of Class B Ordinary Shares.

(5)

To derive this percentage, (i) the numerator is 21,561,017, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.

 

Reporting Person:

PAG Capital Limited

   Class A
Ordinary
Shares
    Class B
Ordinary
Shares
    Total
Ordinary
Shares on
as-converted
basis
    Percentage
of
Aggregate
Voting
Power(1)
 

(a) Amount beneficially owned:

     296,763,309  (2)       296,763,309  (3)       296,763,309  (2)       —    

(b) Percent of class:

     32.7 %(4)      11.2     9.1 % (5)      11.0 %(1) 

(c) number of Shares as to which the person has:

        

(i) Sole power to vote or direct the vote:

     296,763,309       296,763,309       296,763,309       —    

(ii) Shared power to vote or to direct to vote:

     —         —         —         —    

(iii) Sole power to dispose or to direct the disposition of:

     296,763,309       296,763,309       296,763,309       —    

(iv) Shared power to dispose or to direct the disposition of:

     —         —         —         —    

 

Notes:

 

(1)

Percentage of aggregate voting power represents voting power of all Ordinary Shares held by the reporting person with respect to all outstanding shares of Class A and Class B Ordinary Shares of the Issuer on as-converted basis.


(2)

Represents the sum of (i) 244,047,346 Class B Ordinary Shares directly held by PAGAC Music Holding II Limited, a company incorporated in Cayman Islands; (ii) 20,374,437 Class B Ordinary Shares directly held by PAGAC Music Holding II LP, a partnership registered in the Cayman Islands; (iii) 10,780,509 Class B Ordinary Shares directly held by PAGAC Music Holding II-A LP, a partnership registered in the Cayman Islands; and (iv) 21,561,017 Class B Ordinary Shares directly held by PAGAC Music Holding III LP, a partnership registered in the Cayman Islands. PAGAC Music Holding GP II Limited is the general partner of PAGAC Music Holding II LP. PAGAC Music Holding GP II-A Limited is the general partner of PAGAC Music Holding II-A LP. PAGAC Music Holding GP III Limited is the general partner of PAGAC Music Holding III LP. PAGAC Music Holding II Limited, PAGAC Music Holding GP II Limited, PAGAC Music Holding GP II-A Limited and PAGAC Music Holding GP III Limited are controlled by PAG Capital Limited. Each Class B Ordinary Share is convertible into a Class A Ordinary Share at any time by the holder thereof. Pursuant to Rule 13d-3(d)(1), all shares of Class B Ordinary Shares held by the reporting persons shall be deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A Ordinary Shares beneficially owned by the reporting persons and (ii) calculating the percentages of the Class A Ordinary Shares owned by such persons. Consequently, all Class A Ordinary Shares amounts and percentages are inclusive of the Class B Ordinary Shares amounts and percentages set forth herein.

(3)

Represents the sum of (i) 244,047,346 Class B Ordinary Shares directly held by PAGAC Music Holding II Limited, a company incorporated in Cayman Islands; (ii) 20,374,437 Class B Ordinary Shares directly held by PAGAC Music Holding II LP, a partnership registered in the Cayman Islands; (iii) 10,780,509 Class B Ordinary Shares directly held by PAGAC Music Holding II-A LP, a partnership registered in the Cayman Islands; and (iv) 21,561,017 Class B Ordinary Shares directly held by PAGAC Music Holding III LP, a partnership registered in the Cayman Islands. PAGAC Music Holding GP II Limited is the general partner of PAGAC Music Holding II LP. PAGAC Music Holding GP II-A Limited is the general partner of PAGAC Music Holding II-A LP. PAGAC Music Holding GP III Limited is the general partner of PAGAC Music Holding III LP. PAGAC Music Holding II Limited, PAGAC Music Holding GP II Limited, PAGAC Music Holding GP II-A Limited and PAGAC Music Holding GP III Limited are controlled by PAG Capital Limited.

(4)

To derive this percentage, (i) the numerator is 296,763,309, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares outstanding at December 31, 2018 as provided by the Issuer, and (y) 296,763,309, being the number of Class A Ordinary Shares that the reporting person has the rights to acquire upon conversion of the same number of Class B Ordinary Shares.

(5)

To derive this percentage, (i) the numerator is 296,763,309, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.

 

Reporting Person:

Pacific Alliance Group Limited

   Class A
Ordinary
Shares
    Class B
Ordinary
Shares
    Total
Ordinary
Shares on
as-converted
basis
    Percentage
of
Aggregate
Voting
Power(1)
 

(a) Amount beneficially owned:

     296,763,309  (2)       296,763,309  (3)       296,763,309  (2)       —    

(b) Percent of class:

     32.7 %(4)      11.2     9.1 % (5)      11.0 %(1) 

(c) number of Shares as to which the person has:

        

(i) Sole power to vote or direct the vote:

     296,763,309       296,763,309       296,763,309       —    

(ii) Shared power to vote or to direct to vote:

     —         —         —         —    

(iii) Sole power to dispose or to direct the disposition of:

     296,763,309       296,763,309       296,763,309       —    

(iv) Shared power to dispose or to direct the disposition of:

     —         —         —         —    

 

Notes:

 

(1)

Percentage of aggregate voting power represents voting power of all Ordinary Shares held by the reporting person with respect to all outstanding shares of Class A and Class B Ordinary Shares of the Issuer on as-converted basis.


(2)

Represents the sum of (i) 244,047,346 Class B Ordinary Shares directly held by PAGAC Music Holding II Limited, a company incorporated in Cayman Islands; (ii) 20,374,437 Class B Ordinary Shares directly held by PAGAC Music Holding II LP, a partnership registered in the Cayman Islands; (iii) 10,780,509 Class B Ordinary Shares directly held by PAGAC Music Holding II-A LP, a partnership registered in the Cayman Islands; and (iv) 21,561,017 Class B Ordinary Shares directly held by PAGAC Music Holding III LP, a partnership registered in the Cayman Islands. PAGAC Music Holding GP II Limited is the general partner of PAGAC Music Holding II LP. PAGAC Music Holding GP II-A Limited is the general partner of PAGAC Music Holding II-A LP. PAGAC Music Holding GP III Limited is the general partner of PAGAC Music Holding III LP. PAGAC Music Holding II Limited, PAGAC Music Holding GP II Limited, PAGAC Music Holding GP II-A Limited and PAGAC Music Holding GP III Limited are controlled by PAG Capital Limited, which in turn is controlled by Pacific Alliance Group Limited. Each Class B Ordinary Share is convertible into a Class A Ordinary Share at any time by the holder thereof. Pursuant to Rule 13d-3(d)(1), all shares of Class B Ordinary Shares held by the reporting persons shall be deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A Ordinary Shares beneficially owned by the reporting persons and (ii) calculating the percentages of the Class A Ordinary Shares owned by such persons. Consequently, all Class A Ordinary Shares amounts and percentages are inclusive of the Class B Ordinary Shares amounts and percentages set forth herein.

(3)

Represents the sum of (i) 244,047,346 Class B Ordinary Shares directly held by PAGAC Music Holding II Limited, a company incorporated in Cayman Islands; (ii) 20,374,437 Class B Ordinary Shares directly held by PAGAC Music Holding II LP, a partnership registered in the Cayman Islands; (iii) 10,780,509 Class B Ordinary Shares directly held by PAGAC Music Holding II-A LP, a partnership registered in the Cayman Islands; and (iv) 21,561,017 Class B Ordinary Shares directly held by PAGAC Music Holding III LP, a partnership registered in the Cayman Islands. PAGAC Music Holding GP II Limited is the general partner of PAGAC Music Holding II LP. PAGAC Music Holding GP II-A Limited is the general partner of PAGAC Music Holding II-A LP. PAGAC Music Holding GP III Limited is the general partner of PAGAC Music Holding III LP. PAGAC Music Holding II Limited, PAGAC Music Holding GP II Limited, PAGAC Music Holding GP II-A Limited and PAGAC Music Holding GP III Limited are controlled by PAG Capital Limited, which in turn is controlled by Pacific Alliance Group Limited.

(4)

To derive this percentage, (i) the numerator is 296,763,309, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares outstanding at December 31, 2018 as provided by the Issuer, and (y) 296,763,309, being the number of Class A Ordinary Shares that the reporting person has the rights to acquire upon conversion of the same number of Class B Ordinary Shares.

(5)

To derive this percentage, (i) the numerator is 296,763,309, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.

 

Reporting Person:

PAG Holdings Limited

   Class A
Ordinary
Shares
    Class B
Ordinary
Shares
    Total
Ordinary
Shares on
as-converted
basis
    Percentage
of
Aggregate
Voting
Power(1)
 

(a) Amount beneficially owned:

     296,763,309  (2)       296,763,309  (3)       296,763,309  (2)       —    

(b) Percent of class:

     32.7 %(4)      11.2     9.1 % (5)      11.0 %(1) 

(c) number of Shares as to which the person has:

        

(i) Sole power to vote or direct the vote:

     296,763,309       296,763,309       296,763,309       —    

(ii) Shared power to vote or to direct to vote:

     —         —         —         —    

(iii) Sole power to dispose or to direct the disposition of:

     296,763,309       296,763,309       296,763,309       —    

(iv) Shared power to dispose or to direct the disposition of:

     —         —         —         —    

 

Notes:

 

(1)

Percentage of aggregate voting power represents voting power of all Ordinary Shares held by the reporting person with respect to all outstanding shares of Class A and Class B Ordinary Shares of the Issuer on as-converted basis.


(2)

Represents the sum of (i) 244,047,346 Class B Ordinary Shares directly held by PAGAC Music Holding II Limited, a company incorporated in Cayman Islands; (ii) 20,374,437 Class B Ordinary Shares directly held by PAGAC Music Holding II LP, a partnership registered in the Cayman Islands; (iii) 10,780,509 Class B Ordinary Shares directly held by PAGAC Music Holding II-A LP, a partnership registered in the Cayman Islands; and (iv) 21,561,017 Class B Ordinary Shares directly held by PAGAC Music Holding III LP, a partnership registered in the Cayman Islands. PAGAC Music Holding GP II Limited is the general partner of PAGAC Music Holding II LP. PAGAC Music Holding GP II-A Limited is the general partner of PAGAC Music Holding II-A LP. PAGAC Music Holding GP III Limited is the general partner of PAGAC Music Holding III LP. PAGAC Music Holding II Limited, PAGAC Music Holding GP II Limited, PAGAC Music Holding GP II-A Limited and PAGAC Music Holding GP III Limited are controlled by PAG Capital Limited, which in turn is controlled by Pacific Alliance Group Limited. Pacific Alliance Group Limited is controlled by PAG Holdings Limited. Each Class B Ordinary Share is convertible into a Class A Ordinary Share at any time by the holder thereof. Pursuant to Rule 13d-3(d)(1), all shares of Class B Ordinary Shares held by the reporting persons shall be deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A Ordinary Shares beneficially owned by the reporting persons and (ii) calculating the percentages of the Class A Ordinary Shares owned by such persons. Consequently, all Class A Ordinary Shares amounts and percentages are inclusive of the Class B Ordinary Shares amounts and percentages set forth herein.

(3)

Represents the sum of (i) 244,047,346 Class B Ordinary Shares directly held by PAGAC Music Holding II Limited, a company incorporated in Cayman Islands; (ii) 20,374,437 Class B Ordinary Shares directly held by PAGAC Music Holding II LP, a partnership registered in the Cayman Islands; (iii) 10,780,509 Class B Ordinary Shares directly held by PAGAC Music Holding II-A LP, a partnership registered in the Cayman Islands; and (iv) 21,561,017 Class B Ordinary Shares directly held by PAGAC Music Holding III LP, a partnership registered in the Cayman Islands. PAGAC Music Holding GP II Limited is the general partner of PAGAC Music Holding II LP. PAGAC Music Holding GP II-A Limited is the general partner of PAGAC Music Holding II-A LP. PAGAC Music Holding GP III Limited is the general partner of PAGAC Music Holding III LP. PAGAC Music Holding II Limited, PAGAC Music Holding GP II Limited, PAGAC Music Holding GP II-A Limited and PAGAC Music Holding GP III Limited are controlled by PAG Capital Limited, which in turn is controlled by Pacific Alliance Group Limited. Pacific Alliance Group Limited is controlled by PAG Holdings Limited.

(4)

To derive this percentage, (i) the numerator is 296,763,309, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares outstanding at December 31, 2018 as provided by the Issuer, and (y) 296,763,309, being the number of Class A Ordinary Shares that the reporting person has the rights to acquire upon conversion of the same number of Class B Ordinary Shares.

(5)

To derive this percentage, (i) the numerator is 296,763,309, and (ii) the denominator is the sum of (x) 609,770,009, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer, and (y) 2,656,216,477, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2018 as provided by the Issuer.

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certifications.

Not applicable.


LIST OF EXHIBITS

 

Exhibit
No.

  

Description

A    Joint Filing Agreement


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.

Date: February 14, 2019

 

PAGAC MUSIC HOLDING II LIMITED
By:  

/s/ Wong Tak Wai

Name:   Wong Tak Wai
Title:   Director
PAGAC MUSIC HOLDING II LP
By:  

/s/ Jon Robert Lewis

Name:   Jon Robert Lewis
Title:   Director of PAGAC Music Holding GP II Limited, general partner of PAGAC Music Holding II LP
PAGAC MUSIC HOLDING II-A LP
By:  

/s/ Jon Robert Lewis

Name:   Jon Robert Lewis
Title:   Director of PAGAC Music Holding GP II-A Limited, general partner of PAGAC Music Holding II-A LP
PAGAC MUSIC HOLDING III LP
By:  

/s/ Jon Robert Lewis

Name:   Jon Robert Lewis
Title:   Director of PAGAC Music Holding GP III Limited, general partner of PAGAC Music Holding III LP
PAGAC MUSIC HOLDING GP II LIMITED
By:  

/s/ Jon Robert Lewis

Name:   Jon Robert Lewis
Title: &#x A0; Director
PAGAC MUSIC HOLDING GP II-A LIMITED
By:  

/s/ Jon Robert Lewis

Name:   Jon Robert Lewis
Title:   Director
PAGAC MUSIC HOLDING GP III LIMITED
By:  

/s/ Jon Robert Lewis

Name:   Jon Robert Lewis
Title:   Director


PAG CAPITAL LIMITED
By:  

/s/ Jon Robert Lewis

Name:   Jon Robert Lewis
Title:   Authorised Signatory
PACIFIC ALLIANCE GROUP LIMITED
By:  

/s/ Jon Robert Lewis

Name:   Jon Robert Lewis
Title:   Director
PAG HOLDINGS LIMITED
By:  

/s/ Jon Robert Lewis

Name:   Jon Robert Lewis
Title:   Director