Filing Details

See Item 4.

Represents 4,000,000 shares of Class A common stock held of record by Huang River Investment Limited, a wholly-owned subsidiary of Tencent Holdings Limited.

Represents 4,000,000 shares of Class A common stock held of record by Tencent Music Entertainment Hong Kong Limited, a wholly-owned subsidiary of Tencent Music Entertainment Group (“TME”); Tencent Holdings Limited holds more than 50% of the aggregate voting power of TME.

Represents 4,000,000 shares of Class A common stock held of record by Huang River Investment Limited; see note 1.

Represents 4,000,000 shares of Class A common stock held of record by Tencent Music Entertainment Hong Kong Limited; see note 2.

See Item 4.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

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

Citizenship:

Title of Class of Securities:

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

☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

☐ An employee benefit plan or endowment fund in accordance with Rule 13d–1(b)(1)(ii)(F);

☐ A parent holding company or control person in accordance with Rule 13d–1(b)(1)(ii)(G);

☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

☐ Group, in accordance with Rule 13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution: ____.

Ownership.

The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.

The information required by Items 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.  The total number of outstanding Class A Shares used to calculate the percent of class is determined based on 77,000,000 Class A Shares issued and outstanding immediately after the initial public offering of the Issuer as disclosed on Form 424B4 filed by the Issuer dated June 3, 2020, assuming that the underwriters in connection with the initial public offering do not exercise the option to purchase additional shares from the selling stockholders in the offering.  In addition, the total number of outstanding shares of common stock of all classes used to calculate the percent of all shares of common stock of the Issuer (presented in parentheticals in Row 11 of the cover page for each Reporting Person) is determined based on 510,000,000 shares (consisting of 77,000,000 Class A Shares and 433,000,000 shares of Class B common stock, $0.001 par value per share).

The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.

Ownership of Five Percent or Less of a Class.

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

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

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

Joint Filing Agreement