Exhibit 4.19
Voting Trust Agreement
Of
Guangzhou Kugou Computer Technology Co., Ltd.
By and Among
All the shareholders listed in Schedule A
and
Tencent Music (Beijing) Co., Ltd.
and
Guangzhou Kugou Computer Technology Co., Ltd.
January 16, 2023
Voting Trust Agreement
This Voting Trust Agreement (the “Agreement”) is entered into on January 16, 2023 by and among the following Parties:
(All the shareholders listed in Schedule A separately and collectively referred to as the “Each of Shareholders”);
Registered address: Room 303, 3rd Floor of 101, -2nd to 8th Floor, No.7 Building, East Tianchen Road, Chaoyang District, Beijing.
Legal Representative: Yang Qihu
Registered address: 1-17, No. 315 Huangpu Avenue Middle, Tianhe District, Guangzhou.
Legal Representative: Wang Hua
(In this Agreement, each Party shall be referred to as a “Party” respectively or as the “Parties” collectively.)
Whereas:
The Parties agree as follows through friendly negotiation:
Article 1 Voting Rights Entrustment
1
The precondition of the above authorization and entrustment is that the Trustee is a PRC citizen and the WFOE consents to such authorization and entrustment. When and only when a written notice is issued by the WFOE to Each of Shareholders with respect to the removal of the Trustee, Each of Shareholders shall immediately revoke the entrustment to the existing Trustee hereunder, and entrust any other PRC citizen then designated by the WFOE to exercise the Entrusted Rights in accordance with this Agreement, and the new power of attorney shall supersede the previous one once it is executed. Except for the above circumstances, Each of Shareholders shall not revoke the authorization and entrustment to the Trustee.
Article 2 Right of Information
Article 3 Exercise of Entrusted Rights
Article 4 Exemption and Indemnification
2
Article 5 Representations and Warranties
3
Article 6 Term of Agreement
4
Article 7 Notices
Article 8 Confidentiality
5
Article 9 Default Liability
Article 10 Miscellaneous Provisions
6
7
[The remainder of this page is intentionally left blank]
8
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and location first above written.
We have executed the execution page of the Voting Trust Agreement in respect of the Controlling Agreements of Guangzhou Kugou Computer Technology Co., Ltd., dated January 16, 2023 in five (5) counterparts.
Tencent Music (Beijing) Co., Ltd.
(Company Chop)
Signed: /s/ Seal of Tencent Music (Beijing) Co., Ltd.
Signature Page to Voting Trust Agreement
of Guangzhou Kugou Computer Technology Co., Ltd. Controlling Agreements
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and location first above written.
We have executed the execution page of the Voting Trust Agreement in respect of the Controlling Agreements of Guangzhou Kugou Computer Technology Co., Ltd., dated January 16, 2023 in five (5) counterparts.
Guangzhou Kugou Computer Technology Co., Ltd.
(Company Chop)
Signed: /s/ Seal of Guangzhou Kugou Computer Technology Co., Ltd.
Signature Page to Voting Trust Agreement
of Guangzhou Kugou Computer Technology Co., Ltd. Controlling Agreements
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and location first above written.
We have executed the execution page of the Voting Trust Agreement in respect of the Controlling Agreements of Guangzhou Kugou Computer Technology Co., Ltd., dated January 16, 2023 in five (5) counterparts.
Qianhai Daizheng Music Culture Co., Ltd. (Company Chop)
Signed: /s/ Seal of Qianhai Daizheng Music Culture Co., Ltd.
Signature Page to Voting Trust Agreement
of Guangzhou Kugou Computer Technology Co., Ltd. Controlling Agreements
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and location first above written.
We have executed the execution page of the Voting Trust Agreement in respect of the Controlling Agreements of Guangzhou Kugou Computer Technology Co., Ltd., dated January 16, 2023 in five (5) counterparts.
Linzhi Lichuang Information Technology Co., Ltd.
(Company Chop)
Signed: /s/ Seal of Linzhi Lichuang Information Technology Co., Ltd.
Signature Page to Voting Trust Agreement
of Guangzhou Kugou Computer Technology Co., Ltd. Controlling Agreements
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and location first above written.
We have executed the execution page of the Voting Trust Agreement in respect of the Controlling Agreements of Guangzhou Kugou Computer Technology Co., Ltd., dated January 16, 2023 in five (5) counterparts.
Shenzhen Litong Industry Investment Fund Co., Ltd.
(Company Chop)
Signed: /s/ Seal of Shenzhen Litong Industry Investment Fund Co., Ltd.
Signature Page to Voting Trust Agreement
of Guangzhou Kugou Computer Technology Co., Ltd. Controlling Agreements
Schedule A: List of Shareholders
# | Shareholder’s Name | Identification No./ Registration No. | Registered Capital (RMB/Yuan) | Shareholding Percentage |
1 | Shenzhen Litong Industry Investment Fund Co., Ltd. | 91440300075839388T | 4,603,261 | 0.0791%
|
2 | Linzhi Lichuang Information Technology Co., Ltd. | 91540400MA6T10ME4F | 5,787,312,489 | 99.4724%
|
3 | Qianhai Daizheng Music Culture Co., Ltd. | 91440300MA5GDLLP7X | 26,085,142 | 0.4485%
|
Total | / | 5,818,000,892 | 100.00% |
Schedule A to Voting Trust Agreement
of Guangzhou Kugou Computer Technology Co., Ltd. Controlling Agreements
Schedule B
Power of Attorney
This Power of Attorney (the “Power of Attorney”) is signed by [ ] (PRC Identification No.:[ ]/Address: [ ]/ Registration No.:[ ] on [ ], [ ], to authorize [ ] (PRC Identification No.: [ ]/Address: [ ]) (the “Trustee”).
The undersigned/ The company/ The partnership, [name], grants to the Trustee a general trust authorizing the Trustee to exercise, as my trustee and on my behalf, the following rights enjoyed by me in the capacity as a shareholder of Guangzhou Kugou Computer Technology Co., Ltd. (the “Company”):
I hereby irrevocably confirm that, unless Tencent Music (Beijing) Co., Ltd.(the “WFOE”) serves me a written notice to replace the Trustee, this Power of Attorney will be valid until the expiry or early termination of the Shareholders’ Voting Trust Agreement dated [ ], 20__ by and among the WFOE, the Company and Each of Shareholders.
It is hereby authorized.
Name
By:
Date:
Schedule B to Voting Trust Agreement
of Guangzhou Kugou Computer Technology Co., Ltd. Controlling Agreements