Tencent Music (TME): Tencent Holdings reports 55.5% beneficial ownership and control structure

Rhea-AI Filing Summary

Tencent Holdings Limited and its subsidiary Min River Investment Limited report their beneficial ownership in Tencent Music Entertainment Group’s Class A Ordinary Shares. Min River beneficially owns 1,640,456,882 Class B Ordinary Shares, each freely convertible into one Class A Ordinary Share at Min River’s discretion, plus voting power over 18,581,530 Class A Ordinary Shares held by certain minority shareholders, in which Min River disclaims pecuniary interest.

Tencent Holdings may be deemed to beneficially own 1,817,399,419 Class A Ordinary Shares, or 55.5% of the outstanding Class A Ordinary Shares, including the Min River Class B stake, the minority shareholders’ shares, holdings via Image Frame Investment (HK) Limited and Cloudary Holdings Limited, and voting power over 141,415,349 Class A Ordinary Shares (50% of Spotify AB’s 282,830,698 shares) under specific investor and voting agreements. The percentage ownership is based on a total of 3,277,111,937 Class A Ordinary Shares outstanding, including the convertible Class B shares.

Key Figures

Min River beneficial Class B stake: 1,640,456,882 Class B Ordinary Shares Min River voting-only Class A: 18,581,530 Class A Ordinary Shares Tencent Holdings beneficial ownership: 1,817,399,419 Class A Ordinary Shares +5 more

8 metrics

Min River beneficial Class B stake 1,640,456,882 Class B Ordinary Shares Beneficially owned by Min River, each convertible into one Class A Ordinary Share

Min River voting-only Class A 18,581,530 Class A Ordinary Shares Held by minority shareholders; voting power vested with Min River; pecuniary interest disclaimed

Tencent Holdings beneficial ownership 1,817,399,419 Class A Ordinary Shares Total Tencent Holdings may be deemed to beneficially own, including Min River and other affiliates

Tencent Holdings ownership percentage 55.5% Percent of Tencent Music Class A Ordinary Shares beneficially owned by Tencent Holdings

Spotify AB Tencent Music holdings 282,830,698 Class A Ordinary Shares Tencent Holdings has voting power over 50% of these shares under agreements

Shares outstanding baseline 3,277,111,937 Class A Ordinary Shares Total Class A-equivalent shares used to calculate ownership percentages

Tencent Music Class A outstanding 1,636,655,055 Class A Ordinary Shares Class A Ordinary Shares outstanding as of June 30, 2026

Min River reported ownership percentage 50.6% Percent of Tencent Music Class A Ordinary Shares attributable to Min River on cover page

Key Terms

beneficially owns, Class B Ordinary Shares, pecuniary interests, investor agreement, +2 more

6 terms

beneficially owns financial

"Min River beneficially owns 1,640,456,882 Class B Ordinary Shares, each of which is freely convertible"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Class B Ordinary Shares financial

"Min River beneficially owns 1,640,456,882 Class B Ordinary Shares, each of which is freely convertible"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

pecuniary interests financial

"Min River disclaims the pecuniary interests in the foregoing 18,581,530 Class A Ordinary Shares"

investor agreement financial

"pursuant to certain investor agreement dated December 15, 2017, entered into by and among Tencent Holdings"

voting undertaking financial

"and the voting undertaking dated December 8, 2017, delivered by Tencent Holdings"

sole voting power financial

"5 | Sole Voting Power 1,659,038,412.00 6 | Shared Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

FAQ

How many Tencent Music (TME) shares does Min River Investment Limited beneficially own?

Min River beneficially owns 1,640,456,882 Class B Ordinary Shares of Tencent Music, each freely convertible into one Class A Ordinary Share, plus voting power over 18,581,530 Class A Ordinary Shares held by minority shareholders, in which it disclaims pecuniary interest.

What is Tencent Holdings Limited’s ownership percentage in Tencent Music (TME)?

Tencent Holdings may be deemed to beneficially own 1,817,399,419 Class A Ordinary Shares of Tencent Music, representing 55.5% of the Class A Ordinary Shares outstanding, based on a total of 3,277,111,937 Class A-equivalent shares outstanding.

How are Tencent Music (TME) shares held through Spotify reflected for Tencent Holdings?

Tencent Holdings has voting power over 141,415,349 Class A Ordinary Shares, representing 50% of the 282,830,698 Class A Ordinary Shares held by Spotify AB, under an investor agreement and a voting undertaking, while disclaiming pecuniary interest in Spotify’s shares.

What is the total share count used to calculate Tencent Holdings’ ownership in Tencent Music (TME)?

The ownership percentages are based on 3,277,111,937 Class A Ordinary Shares, comprising 1,636,655,055 Class A Ordinary Shares outstanding as of June 30, 2026, plus 1,640,456,882 Class B Ordinary Shares held by Min River that are convertible into Class A shares.

Which other Tencent-affiliated entities hold Tencent Music (TME) Class A shares?

In addition to Min River, Tencent Holdings’ beneficial ownership includes 14,715,952 Class A Ordinary Shares held by Image Frame Investment (HK) Limited and 2,229,706 Class A Ordinary Shares held by Cloudary Holdings Limited, a subsidiary via China Literature Limited.

Does Tencent Holdings have pecuniary interest in all Tencent Music (TME) shares it can vote?

Tencent Holdings disclaims pecuniary interests in 18,581,530 Class A Ordinary Shares held by minority shareholders and in the 282,830,698 Class A Ordinary Shares held by Spotify AB, even though it has voting power over a portion of these shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 06:51 AM Accepted by SEC EDGAR 08/14/2026 - 06:51 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

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)

06/30/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 88034P109

1

Names of Reporting Persons

Min River Investment 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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,659,038,412.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,640,456,882.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,659,038,412.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

50.6 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): 88034P109

1

Names of Reporting Persons

Tencent 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 1,817,399,419.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,657,402,540.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,817,399,419.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

55.5 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Tencent Music Entertainment Group
(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: Min River Investment Limited ("Min River") Tencent Holdings Limited ("Tencent Holdings")
(b)	Address or principal business office or, if none, residence: For both Min River and Tencent Holdings: 29/F., Three Pacific Place No. 1 Queen's Road East Wanchai, Hong Kong
(c)	Citizenship: Min River - The British Virgin Islands Tencent Holdings -The Cayman Islands
(d)	Title of class of securities: Class A Ordinary Shares, par value US$0.000083 per share
(e)	CUSIP No.: 88034P109
Item 4.	Ownership
(a)	Amount beneficially owned: Min River beneficially owns 1,640,456,882 Class B Ordinary Shares, each of which is freely convertible into one Class A Ordinary Share at the discretion of Min River. In addition, Min River may be deemed to beneficially own 18,581,530 Class A Ordinary Shares that are held by certain minority shareholders of the Issuer, the voting power of which is vested with Min River pursuant to certain share subscription agreement entered into by and among the Issuer, Min River and each of these minority shareholders. Min River disclaims the pecuniary interests in the foregoing 18,581,530 Class A Ordinary Shares held by those minority shareholders. Tencent Holdings may be deemed to beneficially own 1,817,399,419 Class A Ordinary Shares, consisting of (i) 1,640,456,882 Class B Ordinary Shares held by Min River, a wholly-owned subsidiary of Tencent Holdings, each of which is freely convertible into one Class A Ordinary Share at the discretion of Min River; (ii) 18,581,530 Class A Ordinary Shares held by certain minority shareholders of the Issuer, the voting power of which is vested with Min River pursuant to certain share subscription agreement entered into by and among the Issuer, Min River and each of these minority shareholders; (iii) 14,715,952 Class A Ordinary Shares held by Image Frame Investment (HK) Limited, a wholly-owned subsidiary of Tencent Holdings; (iv) 2,229,706 Class A Ordinary Shares held by Cloudary Holdings Limited, whose parent company China Literature Limited is a majority-owned subsidiary of Tencent Holdings; and (v) 141,415,349 Class A Ordinary Shares (representing 50% of the 282,830,698 Class A Ordinary Shares held by Spotify AB, an affiliate of Spotify Technology S.A. ("Spotify")), the voting power of which is vested with Tencent Holdings pursuant to certain investor agreement dated December 15, 2017, entered into by and among Tencent Holdings, Spotify, and certain other parties thereto (the "Spotify Investor Agreement"), and the voting undertaking dated December 8, 2017, delivered by Tencent Holdings to certain parties thereto (the "Tencent Voting Undertaking"). Under the Spotify Investor Agreement, Spotify granted Tencent Holdings a sole and exclusive right to vote all securities of the Issuer beneficially owned by Spotify and its affiliates; however, under the Tencent Voting Undertaking, Tencent Holdings is required to vote 50% of such securities subject to such proxy in proportion to the votes cast for and against by certain non-Spotify shareholders. Tencent Holdings disclaims the pecuniary interests in the foregoing 18,581,530 Class A Ordinary Shares held by those minority shareholders, and the foregoing 282,830,698 Class A Ordinary Shares held by Spotify AB.
(b)	Percent of class: See row 11 of the cover page of each reporting person. The foregoing calculation is based on an aggregate of 3,277,111,937 Class A Ordinary Shares outstanding, which is the sum of (i) 1,636,655,055 Class A Ordinary Shares outstanding as of June 30, 2026 based on information provided by the Issuer; and (ii) 1,640,456,882 Class B Ordinary Shares held by Min River, each of which is freely convertible into one Class A Ordinary Share at the discretion of Min River.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See row 5 of the cover page for each reporting person.
	(ii) Shared power to vote or to direct the vote: See row 6 of the cover page of each reporting person.
	(iii) Sole power to dispose or to direct the disposition of: See row 7 of the cover page of each reporting person.
	(iv) Shared power to dispose or to direct the disposition of: See row 8 of the cover page of each reporting person.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 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 or Control Person.
	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

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.

Min River Investment Limited

Signature:	/s/ Xu Zezhou
Name/Title:	Xu Zezhou, Director
Date:	08/14/2026

Tencent Holdings Limited

Signature:	/s/ Ma Huateng
Name/Title:	Ma Huateng, Director
Date:	08/14/2026

Exhibit Information

Exhibit A - Joint Filing Agreement (previously filed as Exhibit A to Amendment No. 3 to Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on February 10, 2023).