Tencent Music Entertainment SC 13G/A / Pacific Alliance ownership change

Tencent Music Entertainment (TME) SC 13G/ATencent Music Entertainment / Pacific Alliance ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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, 2020

(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

Represents 93,979,836 Class A Ordinary Shares held by PAGAC Music Holding II Limited in the form of ADSs. 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.

2.	To derive this percentage, (i) the numerator is 93,979,836, and (ii) the denominator is 1,670,004,560, being the number of the Issuer’s Class A Ordinary Shares outstanding at December 31, 2020 as provided by the Issuer.

To derive this percentage, (i) the numerator is 93,979,836, and (ii) the denominator is the sum of (x) 1,670,004,560, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2020 as provided by the Issuer, and (y) 1,715,139,178, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2020 as provided by the Issuer.

CUSIP No. 88034P 109

Represents (i) 6,441,948 Class A Ordinary Shares held by PAGAC Music Holding II LP in the form of ADSs, and (ii) one Class B Ordinary Share held by PAGAC Music Holding II LP. 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.

To derive this percentage, (i) the numerator is 6,441,949, and (ii) the denominator is the sum of (x) 1,670,004,560, being the number of the Issuer’s Class A Ordinary Shares outstanding at December 31, 2020 as provided by the Issuer, and (y) one, 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.

To derive this percentage, (i) the numerator is 6,441,949, and (ii) the denominator is the sum of (x) 1,670,004,560, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2020 as provided by the Issuer, and (y) 1,715,139,178, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2020 as provided by the Issuer.

CUSIP No. 88034P 109

Represents (i) 6,441,948 Class A Ordinary Shares held by PAGAC Music Holding II LP in the form of ADSs, and (ii) the one Class B Ordinary Share held by PAGAC Music Holding II LP. PAGAC Music Holding GP II Limited is the general partner of PAGAC Music Holding II LP. 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

Represents the sum of (i) 93,979,836 Class A Ordinary Shares in the form of ADSs held by PAGAC Music Holding II Limited; and (ii) 6,441,948 Class A Ordinary Shares in the form of ADSs and one Class B Ordinary Shares held by PAGAC Music Holding II LP. PAGAC Music Holding GP II Limited is the general partner of PAGAC Music Holding II LP. PAGAC Music Holding II Limited and PAGAC Music Holding GP II Limited are controlled by PAG Capital Limited. 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.

To derive this percentage, (i) the numerator is 100,421,785, and (ii) the denominator is the sum of (x) 1,670,004,560, being the number of the Issuer’s Class A Ordinary Shares outstanding at December 31, 2020 as provided by the Issuer, and (y) one, 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.

To derive this percentage, (i) the numerator is 100,421,785, and (ii) the denominator is the sum of (x) 1,670,004,560, being the number of the Issuer’s Class A Ordinary Shares issued and outstanding as of December 31, 2020 as provided by the Issuer, and (y) 1,715,139,178, being the number of the Issuer’s total Class B Ordinary Shares issued and outstanding as of December 31, 2020 as provided by the Issuer.

CUSIP No. 88034P 109

Represents the sum of (i) 93,979,836 Class A Ordinary Shares in the form of ADSs held by PAGAC Music Holding II Limited; and (ii) 6,441,948 Class A Ordinary Shares in the form of ADSs and one Class B Ordinary Shares held by PAGAC Music Holding II LP. PAGAC Music Holding GP II Limited is the general partner of PAGAC Music Holding II LP. PAGAC Music Holding II Limited and PAGAC Music Holding GP II Limited are controlled by PAG Capital Limited, which in turn is controlled by Pacific Alliance Group Limited. 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

Represents the sum of (i) 93,979,836 Class A Ordinary Shares in the form of ADSs held by PAGAC Music Holding II Limited; and (ii) 6,441,948 Class A Ordinary Shares in the form of ADSs and one Class B Ordinary Shares held by PAGAC Music Holding II LP. PAGAC Music Holding GP II Limited is the general partner of PAGAC Music Holding II LP. PAGAC Music Holding II Limited and PAGAC Music Holding GP II 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. 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.

Item 1(a).

Name of Issuer:

Tencent Music Entertainment Group

Item 1(b).

Address of Issuer’s Principal Executive Offices:

17/F, Matsunichi 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 GP II 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 GP II 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, 2020. The table below is prepared based on 1,670,004,560 Class A Ordinary Shares and 1,715,139,178 Class B Ordinary Shares issued and outstanding as of December 31, 2020 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:		93,979,836	⁽²⁾		—		93,979,836	⁽²⁾
(b) Percent of class:		5.6	%⁽³⁾		—		2.8	% ⁽⁴⁾		0.3	%⁽¹⁾
(c) number of Shares as to which the person has:
(i) Sole power to vote or direct the vote:		93,979,836			—		93,979,836
(ii) Shared power to vote or to direct to vote:		—			—		—
(iii) Sole power to dispose or to direct the disposition of:		93,979,836			—		93,979,836
(iv) Shared power to dispose or to direct the disposition of:		—			—		—

Notes:

(1)	Percentage of aggregate voting power is calculated by dividing (i) the voting power of all Ordinary Shares beneficially owned by the reporting person, by (ii) the voting power of all of outstanding Ordinary Shares as a single class.

(2)	Represents 93,979,836 Class A Ordinary Shares held by PAGAC Music Holding II Limited in the form of ADSs.

(3)	To derive this percentage, (i) the numerator is 93,979,836, and (ii) the denominator is 1,670,004,560, being the number of the Issuer’s Class A Ordinary Shares outstanding at December 31, 2020 as provided by the Issuer.

(4)


Reporting Persons: PAGAC Music Holding II LP 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:		6,441,949	⁽²⁾		1	⁽³⁾		6,441,949	⁽²⁾
(b) Percent of class:		0.4	%⁽⁴⁾		0.0	%		0.2	% ⁽⁵⁾		0.0	%⁽¹⁾
(c) number of Shares as to which the person has:
(i) Sole power to vote or direct the vote:		6,441,949			1			6,441,949
(ii) Shared power to vote or to direct to vote:		—			—			—
(iii) Sole power to dispose or to direct the disposition of:		6,441,949			1			6,441,949
(iv) Shared power to dispose or to direct the disposition of:		—			—			—

Notes:

(1)	Percentage of aggregate voting power is calculated by dividing (i) the voting power of all Ordinary Shares beneficially owned by the reporting person, by (ii) the voting power of all of outstanding Ordinary Shares as a single class.

(2)

Represents (i) 6,441,948 Class A Ordinary Shares held by PAGAC Music Holding II LP in the form of ADSs, and (ii) one Class B Ordinary Shares 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 one Class B Ordinary Shares held by PAGAC Music Holding II LP. PAGAC Music Holding GP II Limited is the general partner of PAGAC Music Holding II LP.

(4)

(5)


Reporting Persons: PAG Capital Limited Pacific Alliance Group Limited 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:	��	100,421,785	⁽²⁾		1	⁽³⁾		100,421,785	⁽²⁾
(b) Percent of class:		6.0	%⁽⁴⁾		0.0	%		3.0	% ⁽⁵⁾		0.4	%⁽¹⁾
(c) number of Shares as to which the person has:
(i) Sole power to vote or direct the vote:		100,421,785			1			100,421,785
(ii) Shared power to vote or to direct to vote:		—			—			—
(iii) Sole power to dispose or to direct the disposition of:		100,421,785			1			100,421,785
(iv) Shared power to dispose or to direct the disposition of:		—			—			—

Notes:

(1)	Percentage of aggregate voting power is calculated by dividing (i) the voting power of all Ordinary Shares beneficially owned by the reporting person, by (ii) the voting power of all of outstanding Ordinary Shares as a single class.

(2)

Represents the sum of (i) 93,979,836 Class A Ordinary Shares in the form of ADSs held by PAGAC Music Holding II Limited, a company incorporated in Cayman Islands; and (ii) 6,441,948 Class A Ordinary Shares in the form of ADSs and one Class B Ordinary Shares held by PAGAC Music Holding II 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 II Limited and PAGAC Music Holding GP II 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 one Class B Ordinary Shares held by PAGAC Music Holding II 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 II Limited and PAGAC Music Holding GP II 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)

(5)

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 (incorporated by reference to Exhibit 99.(A) of Schedule 13G (File No. 005-90807) filed with the Securities and Exchange Commission on February 14, 2019)

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 16, 2021


PAGAC MUSIC HOLDING II LIMITED

By:		/s/ Timothy Zee
Name: Timothy Zee
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 GP II 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

Names of Reporting Persons.

PAGAC Music Holding II Limited

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands