Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
United States of America
Goldman Sachs (Asia) L.L.C.
68th Floor, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
U.S.A.
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
U.S.A.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
U.S.A.
As representatives of the prospective underwriters
VIA EDGAR
December 7, 2018
Ms. Kathleen Krebs
Mr. William Mastrianna
Mr. Terry French
Ms. Claire Delabar
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
| Re: | Tencent Music Entertainment Group (CIK No. 0001744676) |
Registration Statement on Form F-1, as amended (File No. 333-227656) |
Ladies and Gentlemen:
We hereby join Tencent Music Entertainment Group (the “Company”) in connection with its request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:30 p.m., Eastern Standard Time on December 11, 2018, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the preliminary prospectus of the Company dated December 3, 2018 through the date hereof:
Preliminary Prospectus dated December 3, 2018:
4,677 copies to prospective underwriters, institutional investors, dealers and others.
We have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
| Very truly yours, | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Amna Malik | |
| Name: | Amna Malik | |
| Title: | Vice President | |
| As representative of the prospective underwriters | ||
[Signature Page to Acceleration Request Letter]
| Very truly yours, | ||
| GOLDMAN SACHS (ASIA) L.L.C. | ||
| By: | /s/ Raghav Maliah | |
| Name: | Raghav Maliah | |
| Title: | Managing Director | |
| As representative of the prospective underwriters | ||
[Signature Page to Acceleration Request Letter]
| Very truly yours, | ||
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Paul J. Mulé | |
| Name: | Paul J. Mulé | |
| Title: | Executive Director | |
| As representative of the prospective underwriters | ||
[Signature Page to Acceleration Request Letter]
| Very truly yours, | ||
| DEUTSCHE BANK SECURITIES INC. | ||
| By: | /s/ Justin Smolkin | |
| Name: | Justin Smolkin | |
| Title: | Managing Director | |
| By: | /s/ Mark Schwartz | |
| Name: | Mark Schwartz | |
| Title: | Managing Director | |
| As representative of the prospective underwriters | ||
[Signature Page to Acceleration Request Letter]
| Very truly yours, | ||
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
| By: | /s/ Mandar Donde | |
| Name: | Mandar Donde | |
| Title: | Managing Director | |
| As representative of the prospective underwriters | ||
[Signature Page to Acceleration Request Letter]
