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1、 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM 20-F(Mark One)REGISTRATION STATEMENT PURSUANT TO SECTION 12(B)OR 12(G)OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Dece

2、mber 31,2024.OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company reportCommission file number:001-38751 Tencent Music Entert

3、ainment Group(Exact name of Registrant as specified in its charter)N/A(Translation of Registrants name into English)Cayman Islands(Jurisdiction of incorporation or organization)Unit 3,Building D,Kexing Science Park,Kejizhongsan Avenue,Hi-TechPark,Nanshan District,Shenzhen,518057,the Peoples Republic

4、 of China(Address of principal executive offices)Ms.Min Hu,Chief Financial OfficerUnit 3,Building D,Kexing Science Park,Kejizhongsan Avenue,Hi-Tech Park,Nanshan District,Shenzhen,518057,the Peoples Republic of ChinaTel:+86-755-86013388E-mail:(Name,Telephone,E-mail and/or Facsimile number and Address

5、 of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b)of the Act:Title of each class Trading Symbol(s)Name of each exchange on which registeredAmerican depositary shares,each ADS representstwo Class A ordinary shares,par value US$0.000083 per share TME The New

6、 York Stock ExchangeClass A ordinary shares,par value US$0.000083 per share 1698 The Stock Exchange of Hong Kong Limited Securities registered or to be registered pursuant to Section 12(g)of the Act:None(Title of Class)Securities for which there is a reporting obligation pursuant to Section 15(d)of

7、the Act:None(Title of Class)Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.3,097,809,008 ordinary shares,comprised of 1,432,859,756 Class A ordinary shares,par value US$0.000083 per share,

8、and 1,664,949,252 Class B ordinary shares,par value US$0.000083 per share,as of December 31,2024.Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No If this report is an annual or transition report,indicate by check mark if the

9、 registrant is not required to file reports pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934.Yes No Note Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 from their obligations u

10、nder those Sections.Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been

11、subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such sh

12、orter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or an emerging growth company.See definition of“large accelerated filer,”“accelerated filer,”and“emerging

13、 growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use t

14、he extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Sta

15、ndards Codification after April 5,2012.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the register

16、ed public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial state

17、ments.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark which basis

18、 of accounting the registrant has used to prepare the financial statements included in this filing:U.S.GAAPInternational Financial Reporting Standards as issued by the International Accounting Standards BoardOther If“Other”has been checked in response to the previous question,indicate by check mark

19、which financial statement item the registrant has elected to follow.Item 17 Item 18If this is an annual report,indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING T

20、HE PAST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d)of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.Yes No TABLE OF CONTENTS INTRODUCT

21、IONiFORWARD-LOOKING INFORMATIONivPART I1 ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS1 ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1 ITEM 3.KEY INFORMATION1 ITEM 4.INFORMATION ON THE COMPANY63 ITEM 4.A.UNRESOLVED STAFF COMMENTS107 ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS1

22、07 ITEM 6.DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES123 ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS131 ITEM 8.FINANCIAL INFORMATION134 ITEM 9.THE OFFER AND LISTING136 ITEM 10.ADDITIONAL INFORMATION136 ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK145 ITEM 12.DESCRIPTI

23、ON OF SECURITIES OTHER THAN EQUITY SECURITIES146PART II148 ITEM 13.DEFAULTS,DIVIDEND ARREARAGES AND DELINQUENCIES148 ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS148 ITEM 15.CONTROLS AND PROCEDURES148 ITEM 16.RESERVED149 ITEM 16.A.AUDIT COMMITTEE FINANCIAL EXPE

24、RT149 ITEM 16.B.CODE OF ETHICS149 ITEM 16.C.PRINCIPAL ACCOUNTANT FEES AND SERVICES149 ITEM 16.D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES150 ITEM 16.E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS150 ITEM 16.F.CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT150 I

25、TEM 16.G.CORPORATE GOVERNANCE150 ITEM 16.H.MINE SAFETY DISCLOSURE150 ITEM 16.I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS151 ITEM 16.J.INSIDER TRADING POLICIES151 ITEM 16.K.CYBERSECURITY151PART III152 ITEM 17.FINANCIAL STATEMENTS152 ITEM 18.FINANCIAL STATEMENTS152 ITEM 19.EX

26、HIBITS152INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 iINTRODUCTIONExcept where the context otherwise indicates and for the purpose of this annual report only:“ADSs”refers to the American depositary shares,each representing two Class A ordinary shares;“AI”refers to artificial intelligence;“AIGC”ref

27、ers to AI-generated content;“Articles of Association”refers to our amended and restated memorandum and articles of association,as amended from time to time;“Beijing Gongse”refers to Beijing Gongse Enterprise Management Co.,Ltd.,one of the VIEs;“Beijing Kuwo”refers to Beijing Kuwo Technology Co.,Ltd.

28、,one of the VIEs;“Beijing Shangqin”refers to Beijing Shangqin Culture Management Partnership(Limited Partnership),one of the VIEs;“Beijing Yuzhong”refers to Beijing Yuzhong Entertainment Culture Partnership(Limited Partnership),one of the VIEs;“Beijing Zhizheng”refers to Beijing Zhizheng Music Cultu

29、re Co.,Ltd.,one of the VIEs;“CAC”refers to the Cyberspace Administration of China;“China”or“PRC”refers to the Peoples Republic of China and only when this annual report refers to specific laws and regulations adopted by the PRC,excludes Hong Kong,Macau and Taiwan;“CMC”refers to China Music Corporati

30、on;“Group”refers to Tencent Music Entertainment Group,its subsidiaries and consolidated variable interest entities,or the VIEs,and their respective subsidiaries;“Guangxi Hexian”refers to Guangxi Hexian Investment Management Co.,Ltd.,one of the VIEs;“Guangxi Qingse”refers to Guangxi Qingse Venture Ca

31、pital Co.,Ltd.,one of the VIEs;“Guangzhou Kugou”refers to Guangzhou Kugou Computer Technology Co.,Ltd.,one of the VIEs;“Hong Kong Listing Rules”refers to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,as amended or supplemented from time to time;“Hong Kong S

32、tock Exchange”refers to The Stock Exchange of Hong Kong Limited;“HK$”refers to the legal currency of the Hong Kong SAR;“IFRS”refers to International Financial Reporting Standards as issued by the International Accounting Standards Board;“IoT”refers to Internet of Things,the collective network of con

33、nected devices and the technology that facilitates communication between devices and the cloud,as well as between the devices themselves;“MCSC”refers to the Music Copyright Society of China,a collective copyright management organization;“MIIT”refers to the Ministry of Industry and Information Techno

34、logy of China;“Min River”refers to Min River Investment Limited;“MOFCOM”refers to the Ministry of Commerce of China;“monthly ARPPU”of each of our online music services and social entertainment services for any given period refers to the monthly average of(i)the revenues of the respective services fo

35、r that period divided by(ii)the number of paying users of the respective services for that period.The monthly ARPPU of social entertainment services is calculated based on revenue from social entertainment and others,including advertising services provided on our social entertainment platforms;“NDRC

36、”refers to the National Development and Reform Commission of China;“NRTA”refers to the National Radio and Television Administration of China;ii“ordinary shares”refers to our ordinary shares of par value US$0.000083 per share;“paying ratio”for a given period is measured by the number of paying users

37、as a percentage of the MAUs for that period;“paying users”for our online music services(i)for any given quarter refers to the average of the number of users whose subscription packages remain active as of the last day of each month of that quarter;and(ii)for any given year refers to the average of t

38、he total number of paying users of the four quarters in that year;the number of those users who only purchase digital music singles and albums during a particular period are not included in the calculation of the number of paying users for our online music services for that period,because such users

39、 purchasing patterns reflect specific releases,which may fluctuate from period to period;“paying users”for our social entertainment services(i)for any given quarter refers to the average of the number of paying users for each month in that quarter;(ii)for any given year refers to the average of the

40、total number of paying users of the four quarters in that year.The number of paying users of our social entertainment services for a given month refers to the number of users who contribute revenues to our social entertainment services(primarily through purchases of virtual gifts or premium membersh

41、ips)during that month;“PBOC”refers to the Peoples Bank of China;“PCAOB”refers to the Public Company Accounting Oversight Board;“publishing rights”refers to the copyrights of music and non-music works for the purpose of this annual report;“Qianhai Daizheng”refers to Shenzhen Qianhai Daizheng Music Cu

42、lture Co.,Ltd.,one of the VIEs;“RMB”or“Renminbi”refers to the legal currency of the Peoples Republic of China;“SAFE”refers to the State Administration of Foreign Exchange of China;“SAIC”refers to the State Administration for Industry and Commerce of China;“SAMR”refers to the State Administration for

43、 Market Regulation of China;“SAT”refers to the State Administration of Taxation of China;“Shenzhen Lanren”refers to Shenzhen Lanren Online Technology Co.,Ltd.,which we acquired in March 2021;“Shenzhen Ultimate Music”refers to Shenzhen Ultimate Music Culture and Technology Co.,Ltd.,one of the VIEs;“S

44、potify”refers to Spotify Technology S.A.,one of our principal shareholders;“Tencent”refers to Tencent Holdings Limited,our controlling shareholder;“Tencent Affiliate”refers to an entity that is not a natural person over which Tencent directly or indirectly(i)exercises or controls 30%or more of its t

45、otal voting power or(ii)controls the composition of a majority of the board of directors or similar governing body of such entity;“US$,”or“U.S.dollars”refers to the legal currency of the United States;“variable interest entities”or“VIEs”refers to the PRC entities of which,through certain contractual

46、 arrangements,we have power to exert control over the management,and financial and operating policies and have the right to recognize and receive substantially all the economic benefits and in which we have an exclusive option to purchase all or part of the equity interests at the minimum price poss

47、ible to the extent permitted by PRC law,which allows us to be considered the primary beneficiary of the VIEs for accounting purposes,and to consolidate their operating results in our financial statements under IFRS,to the extent the conditions for consolidation of the VIEs under the IFRS are satisfi

48、ed;“we,”“us,”“our company”and“our”refer to Tencent Music Entertainment Group(or,where the context requires,its predecessor)and its subsidiaries;“WOFEs,”or“wholly-owned foreign enterprises,”refer to the Companys wholly-owned subsidiaries incorporated in the PRC.with respect to MAU data used in this a

49、nnual report:“MAUs”or“mobile MAUs”for a given month(i)with respect to each of our products(except WeSing)is measured as the number of unique mobile and certain IoT devices,as the case may be,through which such product is accessed iii at least once in that month;and(ii)with respect to WeSing,is measu

50、red as the number of user accounts through which WeSing is accessed at least once in that month;“MAUs”for any given period refers to the monthly average of the sum of the MAUs for that period;similarly,“mobile MAUs”for any given period refers to the monthly average of the sum of the mobile MAUs for

51、that period;“MAUs”for our online music services for a given month presented in this annual report refers to the sum of mobile and certain IoT MAUs of our music products,including QQ Music,Kugou Music and Kuwo Music,for that month;duplicate access of different services by the same device is not elimi

52、nated from the calculation;starting from the first quarter of 2023,“MAUs”for our online music services began to include unique mobile and certain IoT devices;comparative figures for prior periods were updated to conform to the current presentation,accordingly;“Mobile MAUs”for our social entertainmen

53、t services for a given month presented in this annual report refers to the sum of mobile MAUs that have accessed the social entertainment services offered by(i)WeSing;(ii)Kugous Live Streaming services;(iii)Kuwos Live Streaming services;(iv)Kugou Changchang;and(v)QQ Musics Live Streaming services;du

54、plicate access of different services by the same user account or device is not eliminated from the calculation;“Mobile MAUs”for our social entertainment services for a given period refers to the monthly average of the sum of the mobile MAUs for our social entertainment services for that period;and o

55、ur MAUs are calculated using internal company data,treating each distinguishable user account or device as a separate MAU even though some users may access our services using more than one user account or device and multiple users may access our services using the same user account or device.This an

56、nual report on Form 20-F includes our audited balance sheets as of December 31,2023 and 2024 and our audited consolidated income statements,statements of comprehensive income,statements of changes in equity and statements of cash flows for the years ended December 31,2022,2023 and 2024.Substantially

57、 all of our operations are conducted in China and all of our revenues are denominated in Renminbi.Our reporting currency is the Renminbi.This annual report on Form 20-F also contains translations of certain foreign currency amounts into U.S.dollars for the convenience of the reader.Unless otherwise

58、stated,all translations from Renminbi to U.S.dollars were made at RMB7.2993 to US$1.00,the noon buying rate on December 31,2024 set forth in the H.10 statistical release of the U.S.Federal Reserve Board.We make no representation that the Renminbi or U.S.dollar amounts referred to in this annual repo

59、rt could have been or could be converted into U.S.dollars or Renminbi,as the case may be,at any particular rate or at all.The PRC regulators impose control over the foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange and through restriction

60、s on foreign trade.We completed an initial public offering of the ADSs on December 14,2018.The ADSs,each representing two Class A ordinary shares,are traded on the New York Stock Exchange under the symbol“TME.”In September 2022,we completed the secondary listing,by way of introduction,of our Class A

61、 ordinary shares on the Main Board of the Hong Kong Stock Exchange.On September 21,2022,our Class A ordinary shares commenced trading on the Main Board of the Hong Kong Stock Exchange in board lots of 100 Class A ordinary shares under the stock code“1698,”and the stock short name is“TME-SW.”ivFORWAR

62、D-LOOKING INFORMATIONThis annual report contains forward-looking statements that involve risks and uncertainties.These statements are made under the“safe harbor”provision under Section 21E of the Securities Exchange Act of 1934,as amended,or the Exchange Act,and as defined in the Private Securities

63、Litigation Reform Act of 1995.All statements other than statements of historical facts are forward-looking statements.These statements involve known and unknown risks,uncertainties and other factors that may cause our actual results,performance or achievements to be materially different from those e

64、xpressed or implied by the forward-looking statements.You can identify these forward-looking statements by words or phrases such as“may,”“will,”“expect,”“anticipate,”“aim,”“estimate,”“intend,”“plan,”“believe,”“likely to”or other similar expressions.We have based these forward-looking statements larg

65、ely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition,results of operations,business strategies and financial needs.These forward-looking statements include,but are not limited to,statements about:our growth strate

66、gies;our future business development,financial condition and results of operations;our ability to retain and engage our user base and expand our music and audio entertainment content offering;our ability to retain and grow our paying users and drive their spending on our services;expected changes in

67、 our revenues,content-related costs and operating margins;our ability to retain key personnel and attract new talent;competition landscape in Chinas online music and audio entertainment industry;general economic,political,demographic and business conditions in China and globally;and the regulatory e

68、nvironment in which we operate.We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in“Item 3.Key Information 3.D.Risk Factors.”Other sections of this annual report include add

69、itional factors which could adversely impact our business and financial performance.Moreover,we operate in an evolving environment.New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties,nor can we assess the

70、 impact of all factors on our business or the extent to which any factor,or combination of factors,may cause actual results to differ materially from those contained in any forward-looking statements.We qualify all of our forward-looking statements by these cautionary statements.We do not undertake

71、any obligation to update or revise the forward-looking statements except as required under applicable law.You should read this annual report and the documents that we reference in this annual report completely and with the understanding that our actual future results may be materially different from

72、 what we expect.You should not rely upon forward-looking statements as predictions of future events.We undertake no obligation to update or revise any forward-looking statements,whether as a result of new information,future events or otherwise.1PART IITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AN

73、D ADVISERSNot applicable.ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.ITEM 3.KEY INFORMATIONContractual Arrangements and Corporate StructureTencent Music Entertainment Group is a Cayman Islands holding company.It does not engage in operations itself but rather conducts its operation

74、s through its PRC subsidiaries and consolidated variable interest entities,or the VIEs.The VIEs hold key operating licenses,provide certain key services to customers,and enter into contracts with certain major suppliers.The Group operates its businesses this way because PRC laws and regulations rest

75、rict or prohibit foreign investment in companies that engage in value-added telecommunication services,internet cultural services,internet audio-video program services and certain other businesses.As a result,we depend on certain contractual arrangements with the VIEs to operate a significant portio

76、n of our business.These contractual arrangements entered into with the VIEs allow us to(i)direct the activities of the VIEs that most significantly impact the VIEs economic performance,(ii)receive substantially all of the economic benefits of the VIEs,and(iii)have an exclusive option to purchase all

77、 or part of the equity interests in the VIEs when and to the extent permitted by PRC law.The VIE structure is used to provide investors with exposure to foreign investment in China-based companies where PRC law restricts direct foreign investment in such operating companies in the PRC.These contract

78、ual arrangements include equity interests pledge agreement(s),exclusive option agreement(s),exclusive technical service agreement(s)or business cooperation agreement(s),loan agreement(s),debt assignment and offset agreement(s),voting trust agreement(s)or power of attorney,spouse consent(s),as the ca

79、se may be.As a result of these contractual arrangements,we are considered the primary beneficiary of the VIEs for accounting purposes and are able to consolidate their operating results in our financial statements under IFRS.As used in this annual report,“we,”“us,”“our company,”“our,”or“TME”refers t

80、o Tencent Music Entertainment Group and its subsidiaries,and“the Group”refers to Tencent Music Entertainment Group,its subsidiaries and the VIEs and their respective subsidiaries.2The following diagram illustrates the Groups corporate structure,including our significant subsidiaries and the VIEs,as

81、of the date of this annual report.Notes:(1)Shareholders of Guangzhou Kugou and their respective shareholdings and relationship with our company are as follows:(i)Shenzhen Tencent Ruijian Investment Co.,Ltd.(99.6096%),an entity controlled by Tencent;(ii)Qianhai Daizheng(0.3319%);and(iii)Shenzhen Lito

82、ng Industry Investment Fund Co.,Ltd.(0.0586%),an entity controlled by Tencent.Guangzhou Kugou operates Kugou Music and Kugou Live.(2)Shareholders of Beijing Kuwo and their respective shareholdings and relationship with our company are as follows:(i)Linzhi Lichuang Information Technology Co.,Ltd.(61.

83、64%),an entity controlled by Tencent;and(ii)Qianhai Daizheng(38.36%).Beijing Kuwo operates Kuwo Music and Kuwo Live.(3)Shareholders of Beijing Gongse and their respective shareholdings and relationship with our company are as follows:(i)Mr.Qihu Yang(20%),our General Counsel;(ii)Mr.Dejun Gu(20%),the

84、head of our human resources department;and(iii)Ms.Xing Chen(20%),Ms.Yueting Luo(20%)and Mr.Yunheng Liang(20%),all of whom are employees of our company.(4)Partners of Beijing Shangqin are Beijing Gongse(0.0005%)(the general partner),Mr.Qihu Yang(19.9999%),Mr.Dejun Gu(19.9999%),Ms.Xing Chen(19.9999%),

85、Ms.Yueting Luo(19.9999%)and Mr.Yunheng Liang(19.9999%).(5)Partners of Beijing Yuzhong are Beijing Gongse(0.0005%)(the general partner),Mr.Qihu Yang(19.9999%),Mr.Dejun Gu(19.9999%),Ms.Xing Chen(19.9999%),Ms.Yueting Luo(19.9999%)and Mr.Yunheng Liang(19.9999%).(6)Shareholders of Beijing Zhizheng are Be

86、ijing Shangqin(50%)and Beijing Yuzhong(50%).(7)Tencent Music Shenzhen operates QQ Music and WeSing.In 2022,2023 and 2024,the amount of revenues generated by the VIEs accounted for 96.8%,96.5%and 95.7%,respectively,of our total net revenues.As of December 31,2023 and 2024,total assets of the VIEs equ

87、aled to 24.1%and 21.1%of our consolidated total assets as of the same dates,respectively.It is important to note that investors in the ADSs and our Class A ordinary shares are purchasing equity securities of a Cayman Islands holding company rather than equity securities issued by our subsidiaries or

88、 the VIEs.More specifically,investors in the ADSs and our Class A ordinary shares would not be holding any ownership interest,directly or indirectly,in the VIEs under current PRC laws and regulations as investors would only have the contractual relationship with the operating entities in the PRC.Nei

89、ther such investors nor the holding company itself have an equity ownership in,direct investment in,or control of,through such ownership or investment,the VIEs.Investors who are non-PRC residents may never directly hold equity interests in the VIEs under current PRC laws and regulations.We do not ha

90、ve any equity interests in the VIEs who are owned by certain nominee shareholders or partners.Any of such nominee shareholders or partners could breach their contractual arrangements with us by,among other things,failing to conduct their operations in an acceptable manner or taking other actions tha

91、t are detrimental to our interests.In the event that the shareholders of the VIEs breach the terms of these contractual arrangements and voluntarily liquidate the VIEs,or the VIEs declare bankruptcy and all or part of their assets become subject to liens or rights of third-party 3creditors,or are ot

92、herwise disposed of without our consent,we may be unable to conduct some or all business operations or otherwise benefit from the assets held by the VIEs and their shareholders,which could have a material adverse effect on our and the VIEs business,financial condition and results of operations.As a

93、result,the contractual arrangements may be less effective than direct ownership,and we could face heightened challenges,risks and costs in enforcing these contractual arrangements because uncertainties remain as to the interpretation and application of current and future PRC laws,regulations and rul

94、es relating to the legality and enforceability of these contractual arrangements,neither have our contractual arrangements with the VIEs been tested in court.If the PRC regulators deem that our contractual arrangements with the VIEs do not comply with PRC regulatory restrictions on foreign investmen

95、t in the relevant industries,or if these regulations or the interpretation of existing regulations change in the future,we and the VIEs could be subject to material penalties or be forced to relinquish our interests in those operations or otherwise significantly change the Groups corporate structure

96、.We and our investors face certain uncertainty about potential future actions by the PRC regulators that could affect the legality and enforceability of the contractual arrangements with the VIEs and,consequently,significantly affect our ability to consolidate the financial results of the VIEs and t

97、he financial performance of the Group as a whole.Our ADSs and Class A ordinary shares may decline in value or become worthless if we are unable to effectively enforce our contractual control rights over the assets and operations of the VIEs that conduct a significant portion of the Groups business i

98、n China.See“3.D.Risk Factors Risks Related to the Groups Corporate Structure”for detailed discussion.In addition,the Group faces various legal and operational risks and uncertainties as the Group bases in and primarily operates in China.The PRC regulators have significant authority to exert influenc

99、e on the ability of a China-based company,like us,to conduct its business,accept foreign investments or be listed on a U.S.stock exchange.For example,we face risks associated with regulatory approvals of offshore offerings,anti-monopoly regulatory actions,cybersecurity and data privacy,as well as th

100、e uncertainty on whether the PCAOB will continue to be able to satisfactorily inspect or investigate completely registered public accounting firms headquartered in the Chinese mainland and Hong Kong.The PRC regulators may also exert influence on the Groups operations as the government deems appropri

101、ate to further regulatory,political and societal goals.The PRC regulators have recently published new policies that significantly affected our industry and we cannot rule out the possibility that it will in the future further release regulations or policies regarding our industry that could adversel

102、y affect the Groups business,financial condition and results of operations.Any such action,once taken by the PRC regulators,could cause the value of such securities to significantly decline or in extreme cases,become worthless.Transfer of Funds and Other Assets Under relevant PRC laws and regulation

103、s,we are permitted to remit funds to the VIEs through loans rather than capital contributions.The VIEs fund their operations primarily using cash generated from operating and financing activities.As of December 31,2024,Tencent Music Entertainment Group had made cumulative capital contributions of RM

104、B1,195 million(US$164 million)to our PRC subsidiaries through an intermediate holding company and were accounted as long-term investments of Tencent Music Entertainment Group.These funds have been used by our PRC subsidiaries for their operations.As of December 31,2024,the loan balance owed by the V

105、IEs from the WOFEs was RMB11 million(US$2 million).Our PRC subsidiaries maintained certain personnel for content production,sales and marketing,research and development,and general and administrative functions to support the operations of the VIEs.In 2022,2023 and 2024,the VIEs transferred RMB16,415

106、 million,RMB16,610 million and RMB18,820 million(US$2,578 million),respectively,to our PRC subsidiaries as payment of services fees(the“Service Charges”).In 2022,2023 and 2024,the intercompany fund transfers from the WOFEs to the VIEs amounted to RMB395 million,RMB49 million and RMB149 million(US$20

107、 million),respectively for treasury management purpose.As advised by our PRC legal counsel,for any amounts owed by the VIEs to our PRC subsidiaries under the VIE agreements,unless otherwise required by PRC tax authorities,we are able to settle such amounts without limitations under the current effec

108、tive PRC laws and regulations,provided that the VIEs have sufficient funds to do so.On May 11,2024,our board of directors adopted a cash dividend policy,under which we may choose to declare and distribute a cash dividend each year in accordance with our memorandum and articles of association and app

109、licable laws and regulations.For more information about our dividend policy and history,see“Item 8.Financial Information 8.A.Consolidated Statements and Other Financial Information Dividend Policy.”Although we maintain a cash dividend policy,the determination to make dividend distributions in any pa

110、rticular year will be made at the discretion of our board of directors based upon factors such as future operations and earnings,cash flow,financial conditions,capital requirements and surplus,general financial condition,contractual restrictions and other factors that the board of directors may deem

111、 relevant.Our profits may be reinvested by our subsidiaries and the VIEs into their PRC operations.As of December 31,2024,the total amount of undistributed profits from the PRC subsidiaries and the VIEs for which no withholding tax had been accrued was RMB17,453 million(US$2,391 million),and the unr

112、ecognized tax liabilities were RMB1,745 million(US$239 million).See“Item 8.Financial Information 8.A.Consolidated Statements and Other Financial Information Dividend Policy.”4For the purpose of illustration,the below table reflects the hypothetical taxes that might be required to be paid within Chin

113、a,assuming that:(i)we have taxable earnings,and(ii)we determine to pay a dividend in the future:Taxation Scenario Statutory Tax and Standard RatesHypothetical pre-tax earnings 100%Tax on earnings at statutory rate of 25%(25)%Net earnings available for distribution 75%Withholding tax at standard rate

114、 of 10%*(7.5)%Net distribution to Parent/Shareholders 67.5%Note:*The PRC Enterprise Income Tax Law imposes a withholding income tax of 10%on dividends distributed by a foreign invested enterprise,or FIE,to its immediate holding company outside of China.A lower withholding income tax rate of 5%is app

115、lied if the FIEs immediate holding company is registered in Hong Kong or other jurisdictions that have a tax treaty arrangement with China,subject to a qualification review at the time of the distribution.For purposes of this hypothetical example,the table above assumes a maximum tax scenario under

116、which the full withholding tax would be applied.The table above has been prepared under the assumption that all profits of the VIEs will be distributed as fees to our PRC subsidiaries under tax neutral contractual arrangements.If in the future,the accumulated earnings of the VIEs exceed the fees pai

117、d to our PRC subsidiaries,or if the current and contemplated fee structure between the intercompany entities is determined to be non-substantive and disallowed by Chinese tax authorities,we have other tax-planning strategies that can be deployed on a tax neutral basis.Should all tax planning strateg

118、ies fail,the VIEs could,as a matter of last resort,make a non-deductible transfer to our PRC subsidiaries for the amounts of the stranded cash in the VIEs.This would result in the double taxation of earnings:one at the VIE level(for non-deductible expenses)and one at the PRC subsidiary level(for pre

119、sumptive earnings on the transfer).Such a transfer and the related tax burdens would reduce our after-tax income to approximately 50.6%of the pre-tax income.Our management is of the view that the likelihood that this scenario would happen is remote.Condensed Consolidating ScheduleThe following table

120、s present the summary statements of operations for the VIEs and other entities for the periods presented.For the Year Ended December 31,2022 Parent VIE and its consolidated subsidiaries WOFEs Other subsidiaries Eliminating adjustments Consolidated totals (RMB in millions)Revenues 27,426 14,460 1,704

121、 (15,251)28,339 Cost of revenues (22,852)(8,006)(910)12,202 (19,566)Gross profit 4,574 6,454 794 (3,049)8,773 Operating(loss)/profit(181)(404)4,453 558 17 4,443(Loss)/profit before income tax(282)(337)4,454 520 18 4,373 Income/(loss)from subsidiaries and VIEs 4,094 (415)3,606 (7,285)Profit/(loss)for

122、 the year 3,839 (432)3,605 4,094 (7,267)3,839 For the Year Ended December 31,2023 Parent VIE and its consolidated subsidiaries WOFEs Other subsidiaries Eliminating adjustments Consolidated totals (RMB in millions)Revenues 26,770 15,846 1,889 (16,753)27,752 Cost of revenues (23,023)(8,487)(874)14,427

123、 (17,957)Gross profit 3,747 7,359 1,015 (2,326)9,795 Operating profit/(loss)40 (131)5,265 903 (18)6,059(Loss)/profit before income tax(66)(115)5,341 906 (21)6,045 Income/(loss)from subsidiaries and VIEs 5,267 (318)4,476 (9,425)Profit/(loss)for the year 5,220 (302)4,480 5,267 (9,445)5,220 cccc5 For t

124、he Year Ended December 31,2024 Parent VIE and its consolidated subsidiaries WOFEs Other subsidiaries Eliminating adjustments Consolidated totals (RMB in millions)Revenues -27,180 19,903 1,991 (20,673)28,401 Cost of revenues -(25,573)(9,625)(821)19,643 (16,376)Gross profit -1,607 10,278 1,170 (1,030)

125、12,025 Operating profit/(loss)165 (584)7,674 1,474 (19)8,710 Profit/(loss)before income tax 58 (578)7,781 1,470 (19)8,712 Income/(loss)from subsidiaries and VIEs 7,036 -(738)6,018 (12,316)-Profit/(loss)for the year 7,113 (723)6,018 7,036 (12,335)7,109 The following tables present the summary balance

126、 sheet data for the VIEs and other entities as of the dates presented.As of December 31,2023 Parent VIE and its consolidated subsidiaries WOFEs Subsidiaries(other than the WOFEs)Eliminating adjustments Consolidated totals (RMB in millions)ASSETS Non-current assets Investments in subsidiaries 38,375

127、31,175 (69,550)Net assets of VIEs 10,334 (10,334)Intangible assets and goodwill 14,166 5,265 1,614 529 21,574 Investments accounted for using equity method 584 534 3,156 4,274 Financial assets at fair value through other comprehensive income 6,540 6,540 Prepayments,deposits and other assets 97 443 5

128、40 Term deposits 40 8,679 8,719 Others 1,155 2,568 230 3,953 52,541 7,141 24,172 41,630 (79,884)45,600 Current assets Amounts due from subsidiaries and VIEs 7,855 6,825 3,487 1,259 (19,426)Prepayments,deposits and other assets 98 1,018 1,332 990 3,438 Term deposits 2,344 49 5,926 1,618 9,937 Restric

129、ted cash 8 23 31 Cash and cash equivalents 21 538 11,250 1,758 13,567 Others 2,639 232 92 2,963 10,318 11,077 22,250 5,717 (19,426)29,936 Total assets 62,859 18,218 46,422 47,347(99,310)75,536 LIABILITIES Non-current liabilities Notes payable 5,636 5,636 Others 317 367 684 5,636 317 367 6,320 Curren

130、t liabilities Amounts due to subsidiaries and VIEs 1,063 1,816 10,387 6,135 (19,401)Deferred revenue 2,751 83 32 (12)2,854 Others 253 2,065 4,238 2,606 (2)9,160 1,316 6,632 14,708 8,773 (19,415)12,014 Total liabilities 6,952 6,949 15,075 8,773(19,415)18,334 Total equity 55,907 11,269 31,347 38,574(7

131、9,895)57,202 ccaabb6 As of December 31,2024 Parent VIE and its consolidated subsidiaries WOFEs Subsidiaries(other than the WOFEs)Eliminating adjustments Consolidated totals (RMB in millions)ASSETS Non-current assets Investments in subsidiaries 51,534 28,103 (79,637)Net assets of VIEs 10,436 (10,436)

132、Intangible assets and goodwill 14,166 5,306 1,752 472 21,696 Investments accounted for using equity method 504 598 3,567 4,669 Financial assets at fair value through other comprehensive income 14,498 14,498 Prepayments,deposits and other assets 113 312 425 Term deposits 30 10,389 10,419 Others 1,250

133、 2,726 217 4,193 65,700 7,203 26,213 46,857(90,073)55,900 Current assets Amounts due from subsidiaries and VIEs 4,028 7,076 4,980 2,053(18,137)Prepayments,deposits and other assets 263 762 2,499 269 3,793 Term deposits 4,672 50 5,520 3,757 13,999 Restricted cash 10 1 11 Cash and cash equivalents 482

134、 697 4,825 7,160 13,164 Others 3,242 315 20 3,577 9,445 11,837 18,140 13,259 (18,137)34,544 Total assets 75,145 19,040 44,353 60,116(108,210)90,444 LIABILITIES Non-current liabilities Notes payable 3,572 3,572 Others 344 252 596 3,572 344 252 4,168 Current liabilities Notes payable 2,154 -2,154 Amou

135、nts due to subsidiaries and VIEs 1,362 1,270 9,343 6,056 (18,031)Deferred revenue 3,025 50 31 (10)3,096 Others 194 2,728 6,181 2,197 -11,300 3,710 7,023 15,574 8,284 (18,041)16,550 Total liabilities 7,282 7,367 15,826 8,284(18,041)20,718 Total equity 67,863 11,673 28,527 51,832(90,169)69,726 aabb7Th

136、e following tables present the summary cash flow data for the VIEs and other entities for the periods presented.For the Year Ended December 31,2022 Parent VIE and its consolidated subsidiaries WOFEs Subsidiaries(other than the WOFEs)Eliminating adjustments Consolidated totals (RMB in millions)Net ca

137、sh inflow/(outflow)from operating activities 59 (17)7,306 133 -7,481 Include:Intercompany services fees -(16,415)16,415 -Net cash inflow/(outflow)from investing activities 2,639 (379)(3,819)(1,726)1,839 (1,446)Include:Intercompany advances (1,388)-(364)(56)1,808 -Loans from WOFEs to VIEs-(31)-31 -Ne

138、t cash(outflow)/inflow from financing activities (3,162)252 (58)1,388 (1,839)(3,419)Include:Intercompany advances 364 56 1,388 (1,808)-Loans from WOFEs to VIEs 31 -(31)-Net(decrease)/increase in cash and cash equivalents (464)(144)3,429 (205)-2,616 Cash and cash equivalents,beginning of the year 1,0

139、61 634 4,504 392 -6,591 Exchange differences on cash and cash equivalents 294 -54 -348 Cash and cash equivalents,end of the year 891 490 7,933 241 -9,555 For the Year Ended December 31,2023 Parent VIE and its consolidated subsidiaries WOFEs Subsidiaries(other than the WOFEs)Eliminating adjustments C

140、onsolidated totals (RMB in millions)Net cash inflow from operating activities 217 518 6,258 344 -7,337 Include:Intercompany services fees (16,610)16,610 -Net cash inflow/(outflow)from investing activities 307 (430)(2,742)312 690 (1,863)Include:Intercompany advances (812)(47)(22)171 710 Loans repayme

141、nt from VIEs to WOFEs 20 (20)Net cash(outflow)/inflow from financing activities (1,393)(40)(223)808 (690)(1,538)Include:Intercompany advances 69 (171)812 (710)Loans repayment from VIEs to WOFEs (20)20 Net(decrease)/increase in cash and cash equivalents (869)48 3,293 1,464 -3,936 Cash and cash equiva

142、lents,beginning of the year 891 490 7,933 241 -9,555 Exchange differences on cash and cash equivalents (1)-77 -76 Cash and cash equivalents,end of the year 21 538 11,226 1,782-13,567 deeeedeeee8 For the Year Ended December 31,2024 Parent VIE and its consolidated subsidiaries WOFEs Subsidiaries(other

143、 than the WOFEs)Eliminating adjustments Consolidated totals (RMB in millions)Net cash inflow from operating activities 200 406 9,116 553 -10,275 Include:Intercompany services fees -(18,820)18,820 -Net cash inflow/(outflow)from investing activities 3,856 (323)(5,633)7,523 (12,241)(6,818)Include:Inter

144、company advances 3,776 (20)(3,579)-(177)-Net cash(outflow)/inflow from financing activities (3,594)77 (9,926)(2,628)12,241 (3,830)Include:Intercompany advances -149 20 (129)(40)-Net increase/(decrease)in cash and cash equivalents 462 160 (6,443)5,448 -(373)Cash and cash equivalents,beginning of the

145、year 21 538 11,226 1,782 -13,567 Exchange differences on cash and cash equivalents (1)(1)-(28)-(30)Cash and cash equivalents,end of the year 482 697 4,783 7,202 -13,164 For the eliminating adjustments:a)Represents the elimination of the investments in the VIEs and our PRC subsidiaries.b)Represents t

146、he elimination of intercompany balance between Tencent Music Entertainment Group,the VIEs,and our subsidiaries.c)Represents the Services Charges between Tencent Music Entertainment Group,the VIEs and our PRC subsidiaries,which were eliminated at the consolidation level.The intercompany revenues and

147、costs in relation to the Service Charges to the VIEs by our PRC subsidiaries amounted to RMB14,353 million,RMB15,312 million RMB19,026 million(US$2,607 million),for the years ended December 31,2022,2023 and 2024,respectively.d)The cash flows which have occurred between Tencent Music Entertainment Gr

148、oup,the VIEs and our PRC subsidiaries represents the intercompany services fees which were eliminated at the consolidation level.In 2022,2023 and 2024,the VIEs transferred RMB16,415 million,RMB16,610 million and RMB18,820 million(US$2,578 million),respectively,to our PRC subsidiaries as Service Char

149、ge,which were eliminated at the consolidated level.e)Represents the elimination of intercompany advances and loans between Tencent Music Entertainment Group,the VIEs and our PRC subsidiaries.The intercompany advances from the WOFEs to the VIEs,which were eliminated at consolidated level,amounted to

150、RMB364 million,RMB69 million and RMB149 million(US$20 million),for the years ended December 31,2022,2023 and 2024,respectively.The loans payments from/to the WOFEs to/from the VIEs,which were eliminated at consolidated level,amounted to RMB31 million,RMB20 million and nil,for the years ended Decembe

151、r 31,2022,2023 and 2024,respectively.Restrictions on Foreign Exchange and the Ability to Transfer Cash between Entities,Across Borders and to U.S.Investors Tencent Music Entertainment Groups ability to pay dividends,if any,to its shareholders and ADS holders and to service any debt it may incur will

152、 depend upon dividends paid by our PRC subsidiaries.Under PRC laws and regulations,our PRC subsidiaries are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets offshore to Tencent Music Entertainment Group.In particular,under the current

153、 effective PRC laws and regulations,dividends may be paid only out of distributable profits.Distributable profits are the net profit as determined under PRC GAAP,less any recovery of accumulated losses and appropriations to statutory and other reserves required to be made.Each of our PRC subsidiarie

154、s is required to set aside at least 10%of its after-tax profits each year,after making up previous years accumulated losses,if any,to fund certain statutory reserve funds,until the aggregate amount of such a fund reaches 50%of its registered capital.As a result,it is possible that our PRC subsidiari

155、es may not have sufficient distributable profits to pay dividends to us.Furthermore,if certain procedural requirements are satisfied,the payment of current account items,including profit distributions and trade and service-related foreign exchange transactions,can be made in foreign currencies witho

156、ut prior approval from the SAFE or its local branches.However,where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses,such as the repayment of loans denominated in foreign currencies,approval from or registration with competent government dee9authorities

157、or its authorized banks is required.The PRC regulatory authorities may take measures from time to time to restrict access to foreign currencies for current account or capital account transactions.If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satis

158、fy our foreign currency demands,we may not be able to pay dividends in foreign currencies to our offshore intermediary holding companies or ultimate parent company,and therefore,our shareholders or holders of the ADSs.Further,we cannot assure you that new regulations or policies will not be promulga

159、ted in the future,which may further restrict the remittance of RMB into or out of the PRC.We cannot assure you,in light of the restrictions in place,or any amendment to be made from time to time,that our current or future PRC subsidiaries will be able to satisfy their respective payment obligations

160、that are denominated in foreign currencies,including the remittance of dividends outside of the PRC.If any of our subsidiaries incurs debt on its own behalf in the future,the instruments governing such debt may restrict its ability to pay dividends to Tencent Music Entertainment Group.In addition,ou

161、r PRC subsidiaries are required to make appropriations to certain statutory reserve funds,which are not distributable as cash dividends except in the event of a solvent liquidation of the companies.For PRC and United States federal income tax consideration of an investment in the ADSs,see“Item 10.Ad

162、ditional Information 10.E.Taxation.”Recent Regulatory Developments Cybersecurity and Data PrivacyThe PRC regulatory authorities have in recent years strengthened the oversight on cybersecurity and data privacy.According to the institutional reform plan of the State Council approved by the National P

163、eoples Congress on March 10,2023,the National Data Bureau has been established under the administration of the NDRC on October 25,2023.The National Data Bureau is responsible for,among other things,advancing the development of data-related fundamental institutions,coordinating the integration,sharin

164、g,development and application of data resources,and promoting the digitalization of the Chinese economy and society.On June 10,2021,the Standing Committee of the National Peoples Congress promulgated the PRC Data Security Law,which took effect in September 2021.On August 20,2021,the Standing Committ

165、ee of the National Peoples Congress promulgated the Personal Information Protection Law of the PRC,effective from November 1,2021.On December 28,2021,the CAC,the NDRC,the MIIT,and several other PRC regulatory authorities jointly issued the Cybersecurity Review Measures,which became effective on Febr

166、uary 15,2022.Pursuant to the Cybersecurity Review Measures,critical information infrastructure operators that procure internet products and services,and network platform operators engaging in data processing activities,must be subject to the cybersecurity review if their activities affect or may aff

167、ect national security.The Cybersecurity Review Measures further stipulate that network platform operators holding over one million users personal information shall apply with the Cybersecurity Review Office for a cybersecurity review before listing in a foreign country.On September 24,2024,the State

168、 Council published the Regulations on Network Data Security Administration,or the Regulations on Network Data,which took effect on January 1,2025.The Regulations on Network Data provides that data processing operators engaging in data processing activities that affect or may affect national security

169、 must be subject to network data security review.Network data processing activities refer to the collection,retention,use,processing,transmission,provision,disclosure,deletion,and other activities of network data.On March 22,2024,the CAC issued the Provisions on Promoting and Regulating Cross-border

170、 Data Flows,also known as the Cross-border Data Flows Provisions.According to these provisions,data processors are required to undergo a security assessment if they transfer information overseas under the following circumstances:(i)when a critical information infrastructure operator transfers person

171、al information or material data overseas,and(ii)when data operators other than critical information infrastructure operators transfer material data overseas or,as of January 1 of the current year,have cumulatively transferred over one million pieces of personal information(excluding sensitive person

172、al information)or over ten thousand pieces of sensitive personal information.The Cross-border Data Flows Provisions also outline exemptions from the data export security assessment for data processors transferring personal information overseas under certain conditions,such as when a data processor o

173、ther than a critical information infrastructure operator has cumulatively transferred personal information(excluding sensitive personal information)of fewer than 100,000 individuals as of January 1 of the current year.On February 12,2025,the CAC published the Administrative Measures for the Complian

174、ce Audit of Personal Information Protection,or the Compliance Audit Measures,which will take effect on May 1,2025.According to the Compliance Audit Measures,compliance audit of personal information protection refers to the supervision activities in which the personal information processing activitie

175、s of personal information processors are examined and evaluated regarding their compliance with laws and administrative regulations.The Compliance Audit Measures further provides,among other things,that personal information processors that process personal information of more than 10 million individ

176、uals shall conduct at least one personal information protection compliance audit every two years.For information on regulatory developments in the European Union,United Kingdom and the United States relating to cybersecurity and data privacy,which may impact us if and to the extent we expand our ope

177、rations into these jurisdictions,see“3.D.Risk Factors Risks Related to Our Business and Industry Complying with evolving laws,regulations and other obligations regarding cybersecurity,information security,privacy and data protection and other related laws,regulations and obligations may be 10expensi

178、ve and may force us to make adverse changes to our business.Many of these laws,regulations and other obligations are subject to changes and uncertain interpretations,and any failure or perceived failure to comply with these laws,regulations and other obligations could result in negative publicity,le

179、gal proceedings,suspension or disruption of operations,increased cost of operations,or otherwise harm our business.”We have maintained a comprehensive and rigorous data protection program and implemented comprehensive and strict internal policies,procedures and measures designed to ensure our compli

180、ance with cybersecurity and data privacy laws and regulations.Filings Required by the PRC Regulatory Authorities for the Listing of Our SecuritiesOn February 17,2023,China Securities Regulatory Commission(the“CSRC”)promulgated the Trial Administrative Measures of the Overseas Securities Offering and

181、 Listing by Domestic Companies,or the Trial Measures,and five supporting guidelines,which took effect on March 31,2023.Pursuant to the Trial Measures,PRC domestic companies that directly or indirectly seek to offer or list their securities overseas are required to fulfill the filing procedure with t

182、he CSRC and report relevant information to the CSRC.In addition,pursuant to the Trial Measures,an overseas offering and listing of the securities of a PRC domestic company is prohibited under certain circumstances.Further,at the press conference held for the Trial Measures on February 17,2023,offici

183、als from the CSRC clarified that the PRC domestic companies that have already been listed overseas on or before the effective date of the Trial Measures(i.e.,March 31,2023)shall be deemed as existing issuers,or the Existing Issuers.Existing Issuers are not required to complete the filing procedures

184、immediately but shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC.The officials from the CSRC have also confirmed that for the PRC domestic companies that seek to list overseas with VIE structure,the CSR

185、C will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with VIE structure which meet the compliance requirements.If we fail to complete the filing with the CSRC in a timely manner or at all,for any future offering or any other financ

186、ing activities which are subject to the filing requirements under the Trial Measures,our ability to raise or utilize funds and our operations could be materially and adversely affected.See“3.D.Risk Factors Risks Related to the Groups Corporate Structure The approval,filing or other requirements of t

187、he China Securities Regulatory Commission or other PRC regulatory authorities may be required under PRC law in connection with any future issuance of securities overseas,and,if required,we cannot predict whether or for how long we will be able to obtain such approval or complete such filing”for more

188、 details.Live Streaming RegulationsRegulatory authorities in China have been heightening its oversight on live streaming businesses.On November 12,2020,the NRTA promulgated the Circular on Strengthening the Administration of Live Streaming Web Shows and Live Streaming E-commerce,or the Circular 78,w

189、hich sets forth requirements for certain live streaming businesses with respect to real-name registration,limits on users spending on virtual gifting,restrictions on minors from virtual gifting,live streaming review personnel requirements and content tagging requirements,among other things.Following

190、 the Circular 78,Chinas regulatory authorities have stepped up scrutiny on live streaming businesses,with a number of regulations promulgated successively,including the Guidance Opinions on Strengthening the Regulation and Management Work of Internet Live Streaming and the Opinions on Further Regula

191、ting the For-Profit Activities in Online Live Streaming to Promote a Healthy Development of the Industry.In particular,on May 7,2022,the CAC,together with three other authorities,jointly issued the Opinions on Regulating Live Streaming and Strengthening Minor Protections,or the Live Streaming Opinio

192、ns,which reiterates the requirements for live streaming platforms in respect of strengthening real-name registration,restrictions on minors from virtual gifting and prohibition on providing live streaming services to minors.Pursuant to the Live Streaming Opinions,online platforms are prohibited from

193、 ranking,introducing or recommending live streaming performers solely by the monetary amount of virtual gifts that they have received from users,nor could they rank users based on the monetary amount of virtual gifts that they have sent to live streaming performers.Any such rankings currently availa

194、ble on these online platforms is ordered to be removed by June 7,2022 according to the Live Streaming Opinions.The interpretation and implementation of the abovementioned live streaming regulations may continue to evolve and uncertainties remain as to their ultimate impact on our business and result

195、s of operations in the long term.Furthermore,as PRC regulatory authorities intensify their oversight of live streaming businesses and the broader music-centric social entertainment industry,our social entertainment services may face heightened regulations in the future,which could adversely affect o

196、ur business,prospects,results of operations and financial condition.We are committed to regularly updating our growth strategies to comply with the evolving regulations.See also“3.D.Risk Factors Risks Related to Our Business and Industry Our business operations may be adversely affected by the heigh

197、tened regulatory oversight and scrutiny on live streaming platforms and performers.”11Anti-Monopoly Law EnforcementThe PRC anti-monopoly enforcement agencies have in recent years strengthened enforcement of the PRC Anti-Monopoly Law,including in the context of mergers and acquisitions and unfair com

198、petition.On June 24,2022,the Decision of the Standing Committee of the National Peoples Congress to Amend the Anti-Monopoly Law of the Peoples Republic of China,or the Decision to Amend the Anti-Monopoly Law,was adopted and became effective on August 1,2022.The Decision to Amend the Anti-Monopoly La

199、w strengthens the regulation on the internet platforms,requiring that undertakings shall not use data and algorithms,technologies,capital advantages,platform rules,and other means to engage in monopolistic conduct;and also escalates in full scale the administrative penalties for monopolistic conduct

200、s,for the failure to notify the anti-monopoly agencies on the proposed concentration of undertakings,the State Council Anti-Monopoly Enforcement Agency may order to reinstate the original status prior to the concentration and impose a fine up to ten percent of the operators last years sales revenue,

201、provided that the concentration of undertakings has or may have an effect on excluding or limiting competition;if the concentration does not have the effect of excluding or limiting competition,a fine up to RMB5,000,000 may be imposed on operators.On March 24,2023,the SAMR promulgated four regulatio

202、ns ancillary to the Anti-Monopoly Law,namely the Review Measures of Concentration of Undertakings,the Provisions on the Prohibition of Monopoly Agreements,the Provisions on the Prohibitions of Acts of Abuse of Dominant Market Positions,and the Provisions on Curbing the Abuse of Administrative Power

203、to Exclude or Restrict Competition,all of which took effect from April 15,2023.These regulations have,among other things,elaborated the specific requirements under the Anti-Monopoly Law,optimized the regulatory and enforcement procedures and imposed more stringent legal responsibilities on the relev

204、ant parties.Specifically,the Review Measures of Concentration of Undertakings have clarified the factors to be considered for the recognition of“control”and“implementation of concentration”under the review mechanism of concentration of undertakings,and elaborate the implementation rules regarding th

205、e suspension of review.According to the Review Measures of Concentration of Undertakings,where a concentration of undertakings does not meet the threshold for declaration,but there is evidence that the concentration of undertakings has or may have the effect of excluding or limiting competition,the

206、SAMR may order the operators to file the concentration of undertakings.Since the above-mentioned laws and regulations are relatively new,uncertainty still remains as to their interpretation and implementation.Besides,the Provisions on the Threshold of Filings for Undertaking Concentrations issued by

207、 the State Council in 2008,with its latest amendment on January 22,2024,further adjusts the filing threshold for concentration of undertaking as,during the previous fiscal year,(i)the total global turnover of all operators participating in the transaction exceeded RMB12 billion in the preceding fisc

208、al year and at least two of these operators each had a turnover of more than RMB800 million within China in the preceding fiscal year,or(ii)the total turnover within China of all the operators participating in the concentration exceeded RMB4 billion in the preceding fiscal year,and at least two of t

209、hese operators each had a turnover of more than RMB800 million within China in the preceding fiscal year.On April 25,2024,the SAMR promulgated the Anti-monopoly Compliance Guideline for Undertakings,also known as the Anti-monopoly Guideline.The Anti-Monopoly Guideline introduces a compliance incenti

210、ve mechanism,allowing anti-monopoly enforcement agencies to consider the establishment and implementation of anti-monopoly compliance management systems by business operators when addressing monopolistic practices.On June 6,2024,the State Council promulgated the Regulation on Fair Competition Review

211、,which has strengthened the supervision of fair competition reviews by establishing a comprehensive oversight mechanism,including fair competition review,random inspections,complaint handling,supervision,and other related processes.PRC Company LawAll companies(including FIEs)incorporated and operati

212、ng in the PRC are governed by the PRC Company Law,which was promulgated on December 29,1993 and was subsequently amended in 1999,2004,2005,2013,2018 and 2023 respectively.The latest amended PRC Company Law,or the Revised Company Law,which became effective on July 1,2024,further stipulates on the est

213、ablishment and dissolution of the company,the organizational structure and the capital system of the company and strengthens the responsibilities of shareholders and management personnel and corporate social responsibility.Specifically,the Revised Company Law provides that:(i)shareholders of a limit

214、ed liability company are required to fully contribute their subscribed capital within five years from the establishment of the company and heightened obligations are imposed on the directors,supervisors and senior management on capital maintenance;(ii)shareholders seeking to transfer equity need onl

215、y furnish written notification to other shareholders,specifying quantity,price,payment method,and time limit for such and the other shareholders may buy the equity before any third-party buyer acquires it on those terms;(iii)a company may establish an audit committee comprised of an unspecified numb

216、er of directors of the board and responsible for supervising the companys financial and accounting matters;and(iv)where a shareholder leveraging control over two or more companies attempts to evade debts and infringe upon creditors rights by exploiting the independent legal personality of the compan

217、y and the limited liability of shareholders,each involved company shall undertake joint and several liability for the debts incurred by either entity.12Implication of the Holding Foreign Companies Accountable Act The Holding Foreign Companies Accountable Act(the“HFCAA”)was enacted on December 18,202

218、0.The HFCAA states if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection for the PCAOB for two consecutive years beginning in 2021,the SEC shall prohibit our shares or ADSs from being traded on a national securiti

219、es exchange or in the over-the-counter trading market in the United States.In addition,trading in our securities on U.S.markets,including NYSE,may be prohibited under the HFCAA if the PCAOB determines that it is unable to inspect or investigate completely our auditor for two consecutive years.On Dec

220、ember 16,2021,the PCAOB issued the HFCAA Determination Report to notify the SEC of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in the Chinese mainland and Hong Kong,including our auditor.On May 26,2022,we were con

221、clusively identified by the SEC under the HFCAA as having filed audit reports issued by a registered public accounting firm that cannot be inspected or investigated completely by the PCAOB in connection with the filing of our 2021 Form 20-F.The inability of the PCAOB to conduct inspections in the pa

222、st also deprived our investors of the benefits of such inspections.On December 15,2022,the PCAOB announced that it was able to conduct inspections and investigations completely of PCAOB-registered public accounting firms headquartered in the Chinese mainland and Hong Kong in 2022.The PCAOB vacated i

223、ts previous 2021 determinations accordingly.As a result,we do not believe we are at risk of having our securities subject to a trading prohibition under the HFCAA unless a new determination is made by the PCAOB.However,whether the PCAOB will continue to conduct inspections and investigations complet

224、ely to its satisfaction of PCAOB-registered public accounting firms headquartered in the Chinese mainland and Hong Kong is subject to uncertainty and depends on a number of factors out of our,and our auditors,control,including uncertainties surrounding Sino-U.S.relations.The PCAOB is expected to con

225、tinue to demand complete access to inspections and investigations against accounting firms headquartered in the Chinese mainland and Hong Kong in the future.The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate compl

226、etely accounting firms based in the Chinese mainland and Hong Kong.The possibility of being a“Commission-Identified Issuer”and risk of delisting could continue to adversely affect the trading price of our securities.If the PCAOB determines in the future that it no longer has full access to inspect a

227、nd investigate accounting firms headquartered in the Chinese mainland and Hong Kong and we continue to use such accounting firm to conduct audit work,we would be identified as a“Commission-Identified Issuer”under the HFCAA following the filing of the annual report for the relevant fiscal year,and if

228、 we were so identified for two consecutive years,trading in our securities on U.S.markets would be prohibited.For the details of the risks associated with the enactment of the HFCAA,see“3.D.Risk Factors Risks Related to Doing Business in China Trading in our securities may be prohibited under the HF

229、CAA and U.S.national securities exchanges,such as the NYSE,may determine to delist our securities if the PCAOB determines that it is unable to inspect or investigate completely our auditor for two consecutive years.”3.A.Reserved3.B.Capitalization and Indebtedness Not applicable.3.C.Reason for the Of

230、fer and Use of Proceeds Not applicable.3.D.Risk Factors Below please find a summary of the principal risks and uncertainties we face,organized under relevant headings.In particular,as we are a China-based company incorporated in the Cayman Islands,you should pay special attention to subsections head

231、ed“Item 3.Key Information 3.D.Risk Factors Risks Related to Doing Business in China”and“Item 3.Key Information 3.D.Risk Factors Risks Related to the Groups Corporate Structure.”Risks Related to Our Business and Industry If we fail to anticipate user preferences to provide content catering to user de

232、mands,our ability to attract and retain users may be materially and adversely affected.For details,see page 15 of this annual report.We depend upon third-party licenses for the content of our content offerings,and any adverse changes to or loss of,our relationships with these content providers may m

233、aterially and adversely affect our business,operating results,and financial condition.For details,see page 15 of this annual report.We may not have obtained complete licenses for certain copyrights with respect to a small portion of the content offered on our platform.For details,see page 15 of this

234、 annual report.13 We allow user-generated content to be uploaded on our platform.If users have not obtained all necessary copyright licenses in connection with such uploaded content,we may be subject to potential disputes and liabilities.For details,see page 16 of this annual report.Assertions or al

235、legations that we have infringed or violated intellectual property rights,even not true,could harm our business and reputation.For details,see page 16 of this annual report.Our license agreements are complex,impose numerous obligations upon us and may make it difficult to operate our business.Any br

236、each or adverse change to the terms of such agreements could adversely affect our business,operating results and financial condition.For details,see page 17 of this annual report.Minimum guarantees required under certain of our license agreements for music and long-form audio content may limit our o

237、perating flexibility and may materially and adversely affect our business,financial condition and results of operations.For details,see page 17 of this annual report.If we are unable to obtain accurate and comprehensive information necessary to identify the copyright ownership of the content offered

238、 on our platform,our ability to obtain necessary or commercially viable licenses from the copyright owners may be adversely affected,which may result in us having to remove content from our platform,and may subject us to potential copyright infringement claims and difficulties in controlling content

239、-related costs.For details,see page 18 of this annual report.If music copyright owners withdraw all or a portion of their music works from the MCSC to the extent the MCSC had not obtained authorization to license from the relevant copyright owners,we may have to enter into direct licensing agreement

240、s with these copyright owners,which may be time-consuming and costly,and we may not be able to reach an agreement with some copyright owners,or may have to pay higher rates than we currently pay.For details,see page 18 of this annual report.Uncertainties surrounding our monetization efforts may caus

241、e us to lose users and materially and adversely affect our business,financial condition and results of operations.For details,see page 18 of this annual report.Complying with evolving laws,regulations and other obligations regarding cybersecurity,information security,privacy and data protection and

242、other related laws,regulations and obligations may be expensive and may force us to make adverse changes to our business.Many of these laws,regulations and other obligations are subject to changes and uncertain interpretations,and any failure or perceived failure to comply with these laws,regulation

243、s and other obligations could result in negative publicity,legal proceedings,suspension or disruption of operations,increased cost of operations,or otherwise harm our business.For details,see page 27 of this annual report.Challenges faced by the PRC or global economy,including any prolonged downturn

244、,could materially and adversely affect our business and our financial condition.For details,see page 31 of this annual report.Risks Related to Our Relationship with Tencent If we are no longer able to benefit from our business cooperation with Tencent,our business may be adversely affected.For detai

245、ls,see page 37 of this annual report.Any negative development in Tencents market position,brand recognition or financial condition may materially and adversely affect our user base,marketing efforts and the strength of our brand.For details,see page 37 of this annual report.Tencent,our controlling s

246、hareholder,has had and will continue to have effective control over the outcome of shareholder actions in our company.The interests of Tencent may not be aligned with the interests of our other shareholders and holders of the ADSs.For details,see page 37 of this annual report.We may have conflicts o

247、f interest with Tencent and,because of Tencents controlling ownership interest in our company,we may not be able to resolve such conflicts on terms favorable to us.For details,see page 38 of this annual report.14Risks Related to the Groups Corporate Structure Uncertainties remain as to the interpret

248、ation and application of current and future PRC laws,regulations,and rules relating to the agreements that establish the VIE structure for the Groups operations in China,including potential future actions by the PRC regulators,which could affect the enforceability of our contractual arrangements wit

249、h the VIEs and,consequently,significantly affect our financial condition and results of operations.If the PRC regulators find such agreements non-compliant with relevant PRC laws,regulations,and rules,or if these laws,regulations,and rules or the interpretation thereof change in the future,we could

250、be subject to severe penalties or be forced to relinquish our interests in the VIEs.For details,see page 38 of this annual report.Any failure by the VIEs or their shareholders or partners to perform their obligations under our contractual arrangements with them would have a material adverse effect o

251、n our business.For details,see page 39 of this annual report.The approval,filing or other requirements of the China Securities Regulatory Commission or other PRC regulatory authorities may be required under PRC law in connection with any future issuance of securities overseas,and,if required,we cann

252、ot predict whether or for how long we will be able to obtain such approval or complete such filing.For details,see page 40 of this annual report.Uncertainties remain as to the interpretation and implementation of the Foreign Investment Law of the PRC and how it may impact the viability of the Groups

253、 current corporate structure,corporate governance and business operations.For details,see page 42 of this annual report.We rely on contractual arrangements with the VIEs and their respective shareholders or partners for a large portion of the Groups business operations,which may not be as effective

254、as direct ownership in providing operational control.For details,see page 42 of this annual report.Risks Related to Doing Business in China Uncertainties regarding the enforcement of laws,and changes in policies,laws and regulations could materially and adversely affect us.For details,see page 44 of

255、 this annual report.The custodians or authorized users of our controlling non-tangible assets,including chops and seals,may fail to fulfill their responsibilities,or misappropriate or misuse these assets.For details,see page 44 of this annual report.Our operations depend on the performance of the in

256、ternet infrastructure and telecommunications networks in China,which are in large part operated and maintained by state-owned operators.For details,see page 45 of this annual report.Trading in our securities may be prohibited under the HFCAA and U.S.national securities exchanges,such as the NYSE,may

257、 determine to delist our securities if the PCAOB determines that it is unable to inspect or investigate completely our auditor for two consecutive years.For details,see page 52 of this annual report.Risks Related to the ADSs or our Ordinary Shares The trading price of the ADSs and our Class A ordina

258、ry shares is likely to be volatile,which could result in substantial losses to investors.For details,see page 54 of this annual report.If securities or industry analysts do not publish research or reports about our business,or if they adversely change their recommendations regarding our Class A ordi

259、nary shares and/or ADSs,the trading price for our Class A ordinary shares and/or ADSs and trading volume could decline.For details,see page 54 of this annual report.Our dual-class voting structure will limit the holders of our Class A ordinary shares and ADSs to influence corporate matters,provide c

260、ertain shareholders of ours with substantial influence and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.For details,see page 55 of this annual report.The sale or availability for sale,or perceived

261、 sale or availability for sale,of substantial amounts of our Class A ordinary shares and/or ADSs could adversely affect their trading price.For details,see page 55 of this annual report.15Risks Related to Our Business and IndustryIf we fail to anticipate user preferences to provide content catering

262、to user demands,our ability to attract and retain users may be materially and adversely affected.Our ability to attract and retain our users,drive user engagement and deliver a superior user experience depends largely on our ability to continue to offer attractive content,including songs,playlists,v

263、ideo,long-form audio,lyrics,live streaming of performances and karaoke-related content.Content that was once popular with our users may become less attractive if user preferences evolve.The success of our business relies on our ability to anticipate changes in user preferences and industry dynamics,

264、and respond to such changes in a timely,appropriate and cost-effective manner.If we fail to cater to the tastes and preferences of our users,or fail to deliver a superior user experience,we may suffer from reduced user traffic and engagement,and our business,financial condition and results of operat

265、ions may be materially and adversely affected.We strive to generate creative ideas for content acquisition and to source high-quality content,including both popular,mainstream content and long-tail content.Sourcing attractive content may be challenging,expensive and time-consuming.We have invested a

266、nd intend to continue to invest substantial resources in content acquisition and production.However,we may not be able to successfully source attractive content or to recover our content acquisition and production investments.Any deterioration in our content quality,failure to anticipate user prefer

267、ences,inability to acquire attractive content,or any negative feedback from users on our existing content offerings may materially and adversely affect our business,financial condition and operating results.We depend upon third-party licenses for the content of our content offerings,and any adverse

268、changes to or loss of,our relationships with these content providers may materially and adversely affect our business,operating results,and financial condition.Significant portions of our music and long-form audio offerings are licensed from our content partners,including leading publishers and labe

269、ls in China and internationally with whom we have entered into distribution and licensing agreements.There is no assurance that the licenses currently available to us will continue to be available in the future at royalty rates and on terms that are favorable,commercially reasonable or at all.The ro

270、yalty rates and other terms of these licenses may change as a result of various reasons beyond our control,such as changes in our bargaining power,changes in the industry,or changes in the legal or regulatory environment.If our content partners are no longer willing or able to license content to us

271、on terms acceptable to us,the breadth or quality of our content offerings may be adversely affected or our content acquisition costs may increase.Likewise,increases in royalty rates or changes to other terms of our licenses may materially and adversely affect the breadth and quality of our content o

272、fferings and may,in turn,materially and adversely affect our business,financial condition and results of operations.There also is no guarantee that we have all of the licenses for the content available on our platform,as we need to obtain licenses from many copyright owners,some of whom are unknown,

273、and there are complex legal issues such as uncertainties of law as to when and whether particular licenses are needed.Additionally,there is a risk that copyright owners(particularly aspiring artists),their agents,or legislative or regulatory bodies may require or attempt to require us to enter into

274、additional license agreements with,and pay royalties to,newly defined groups of copyright owners,some of which may be difficult or impossible to identify.Even when we are able to enter into license agreements with content partners,we cannot guarantee that such agreements will continue to be renewed

275、indefinitely.It is also possible that such agreements will never be renewed at all.The non-renewal or termination of one or more of our license agreements,the renewal of license agreements on less favorable terms,any deterioration in our relationships with content providers or the entry of license a

276、greements between our content providers and any of our competitors could have a material adverse effect on our business,financial condition and results of operations.We may not have obtained complete licenses for certain copyrights with respect to a small portion of the content offered on our platfo

277、rm.Under PRC laws and regulations,to secure the rights to provide music or long-form audio content on the internet or for our users to download or stream music or long-form audio from our platform,or to provide other related online music or long-form audio services,we must obtain licenses from the a

278、ppropriate copyright owners for one or more of the copyrights,including the content publishing and recording rights,among others.See“Item 4.Information on the Company 4.B.Business Overview Regulations Regulations on Intellectual Property Rights Copyright.”We may not have complete licenses for the co

279、pyrights underlying a small portion of the content offered on our platform at any given time.As a result,we may be subject to assertions by third parties of infringement or other violations by us of their copyright in connection with such content.A portion of the content was uploaded voluntarily by

280、users or performers,and our inability to obtain complete copyright licenses for such content was mainly because the relevant copyright owners cannot be accurately identified despite 16of our proactive efforts to locate such copyright owners.See“We allow user-generated content to be uploaded on our p

281、latform.If users have not obtained all necessary copyright licenses in connection with such uploaded content,we may be subject to potential disputes and liabilities.”In addition,with respect to the musical compositions and lyrics we license from certain content partners,including the MCSC,there is n

282、o guarantee that such content partners have the rights to license the copyright underlying all music content covered by our agreements.Pursuant to an agreement entered into between us and MCSC in April 2025,for any musical compositions and lyrics that the MCSC was not explicitly authorized to sublic

283、ense to us,the MCSC has undertaken to resolve such disputes and compensate the relevant copyright owners from infringement claims made by third-party rights owners against us for using their content on our platform if the infringement occurred since the expiry of the framework agreement we previousl

284、y entered into with MCSC.Despite such undertakings by the MCSC,there is no guarantee that we will not be subject to potential copyright infringement claims by third parties in relation to content licensed from the MCSC.We allow user-generated content to be uploaded on our platform.If users have not

285、obtained all necessary copyright licenses in connection with such uploaded content,we may be subject to potential disputes and liabilities.We allow users to upload user-generated content on our platform,which exposes us to potential disputes and liabilities in connection with third-party copyright.W

286、hen users register on our platform,they agree to our standard agreement,under which they agree not to disseminate any content infringing on third-party copyright.Historically,we have allowed users to upload content anonymously and over the years accumulated a large amount of content,including user-g

287、enerated content originally uploaded or otherwise provided to our platform by users who may not have obtained proper and complete copyright licenses from the ultimate rights holders.Given the large amount of such content,the way they were uploaded by users and the passage of time since they were ini

288、tially uploaded,it is generally impracticable for us to accurately identify and verify the individual users or performers that uploaded or provided such content,the copyright status of such content,and the appropriate copyright owners from whom copyright licenses should have been obtained.Under PRC

289、laws and regulations,online service providers,which provide storage space for users to upload works or links to other services or content,may be held liable for copyright infringement under various circumstances,including situations where the online service provider knows or should reasonably have k

290、nown that the relevant content uploaded or linked to on its platform infringes upon the copyright of others and the online service provider profits from such infringing activities.For example,online service providers are subject to liability if they fail to take necessary measures,such as deletion,b

291、locking or disconnection,after being duly notified by the legal right holders.As an online service provider,we have adopted a comprehensive set of measures to reduce the likelihood of using,developing or making available any content without the proper licenses or necessary consents.Such measures inc

292、lude(i)requiring users to acknowledge and agree that they will not upload or perform content which may infringe upon others copyright;(ii)putting in place procedures to block users on our blacklists from uploading or distributing content;(iii)using best reasonable efforts to seek licenses from the r

293、elevant copyright owners once they are identified and verified and adopting contractual protections for works licensed from labels and other copyright owners;and(iv)implementing“notice and take-down”policies to be eligible for the safe harbor exemption for user-generated content.According to our PRC

294、 legal counsel,to the extent these measures,especially the“notice and take-down”policies,are properly implemented in compliance with applicable laws and regulations,our failure to obtain complete copyright licenses for user-generated content does not constitute a violation of current PRC copyright l

295、aw.However,these measures may not be effective in preventing the unauthorized posting and use of third parties copyrighted content or the infringement of other third-party intellectual property rights.Specifically,it is possible that such acknowledgments and agreements by users may not be enforceabl

296、e against third parties who file claims against us.Furthermore,a plaintiff may not be able to locate users who generate content that infringes on the plaintiffs copyright and may choose to sue us instead.In addition,individual users who upload infringing content on our platform may not have sufficie

297、nt resources to fully indemnify us,if at all,for any such claims.Also,such measures may fail or be considered insufficient by courts or other relevant regulatory authorities.If we are not eligible for the safe harbor exemption,we may be subject to joint infringement liability with the users,and we m

298、ay have to change our policies or adopt new measures to become eligible and retain eligibility for the safe harbor exemption,which could be expensive and reduce the attractiveness of our platform to users.Assertions or allegations that we have infringed or violated intellectual property rights,even

299、not true,could harm our business and reputation.Third parties,including artists,copyright owners and other online music,long-form audio and other platforms,have asserted,and may in the future assert,that we have infringed,misappropriated or otherwise violated their copyright or other intellectual pr

300、operty rights.As we face increasing competition in China and globally,the possibility of intellectual property rights claims against us grows.17We have adopted robust screening processes to filter out or disable access to potentially infringing content.We have also adopted procedures to enable copyr

301、ight owners to provide us with notice and evidence of alleged infringement and are generally willing to enter into license agreements to compensate copyright owners for works distributed on our platform.However,given the volume of content available on our platform,it is not possible to identify and

302、promptly remove all alleged infringing content that may exist.Third parties may take action against us if they believe that certain content available on our platform violates their copyright or other intellectual property rights.Moreover,while we use location-based controls and technology to prevent

303、 all or a portion of our services and content from being accessed outside of the PRC as required by certain licensing agreements with our content partners,these controls and technology may be breached and the content available on our platform may be accessed from geographic locations where such acce

304、ss is restricted,in which case we may be subject to potential liabilities,regardless of whether there is any fault and/or negligence involved on our part.We have been involved in litigation based on allegations of infringement of third-party copyright due to the content available on our platform.We

305、may be involved in similar litigation and disputes or subject to allegations of infringement,misappropriation or other violations of intellectual property rights in China,as well as globally as we may continue to seek to expand our international footprint.If we are forced to defend against any infri

306、ngement or misappropriation claims,whether they are with or without merit,are settled out of court,or are determined in our favor,we may be required to expend significant time and financial resources to defend such claims.Furthermore,an adverse outcome of a dispute may damage our reputation,force us

307、 to adjust our business practices,or require us to pay significant damages,cease providing content that we were previously providing,enter into potentially unfavorable license agreements in order to obtain the right to use necessary content or technologies,and/or take other actions that may have a m

308、aterial adverse effect on our business,operating results and financial condition.We also distribute some of our licensed content to other platforms.Our agreements with such third-party platforms typically require them to comply with the terms of the license and applicable copyright laws and regulati

309、ons.However,there is no guarantee that the third-party platforms that we distribute our licensed content will comply with the terms of our license arrangements or all applicable copyright laws and regulations.In the event of any breach or violation by such platforms,we may be held liable to the copy

310、right owners for damages and be subject to legal proceedings as a result,in which case our business,financial condition and results of operations may be materially and adversely affected.In addition,music,long-form audio,internet,technology and media companies like us are frequently subject to litig

311、ation based on allegations of infringement,misappropriation,or other violations of intellectual property rights.Other companies in these industries may have larger intellectual property portfolios than we do,which could make us a target for litigation as we may not be able to assert counterclaims ag

312、ainst parties that sue us for intellectual property infringement.Furthermore,from time to time,we may introduce new products and services,which could increase our exposure to intellectual property claims.It is difficult to predict whether assertions of third-party intellectual property rights or any

313、 infringement or misappropriation claims arising from such assertions will substantially harm our business,financial condition and results of operations.Our license agreements are complex,impose numerous obligations upon us and may make it difficult to operate our business.Any breach or adverse chan

314、ge to the terms of such agreements could adversely affect our business,operating results and financial condition.Many of our license agreements are complex and impose numerous obligations on us,including obligations to:calculate and make payments based on complex royalty structures that involve a nu

315、mber of variables,including the revenue generated and size of user base,which requires tracking usage of content on our platform that may have inaccurate or incomplete metadata necessary for such calculation;make minimum guaranteed payments;adopt and implement effective anti-piracy and geo-blocking

316、measures;and comply with certain security and technical specifications.Many of our license agreements grant the licensors the right to audit our compliance with the terms and conditions of such agreements.If we materially breach such obligation or any other obligations set forth in any of our licens

317、e agreements,we could be subject to monetary penalties and our rights under such license agreements could be terminated,which could have a material adverse effect on our business,financial condition and results of operations.Minimum guarantees required under certain of our license agreements for mus

318、ic and long-form audio content may limit our operating flexibility and may materially and adversely affect our business,financial condition and results of operations.18Certain of our license agreements for music and long-form audio content require that we make minimum guarantees to copyright owners,

319、that may be tied to our number of users or the amount of content used or distributed on our platform.Accordingly,our ability to sustain profitability and operating leverage in part depends on our ability to increase our revenue through increased sales of our music and long-form audio services to our

320、 users to maintain a healthy gross margin.The duration of our license agreements that contain minimum guarantees is typically between one to three years,but our paying users may cancel their subscriptions at any time.To the extent we continue to make minimum guarantees to copyright owners,if our pay

321、ing user growth does not meet our expectations or our sales or revenue do not grow as fast as expected or even decline during the term of our license agreements,our results of operations and financial conditions may be materially and adversely affected.To the extent our revenues do not meet our expe

322、ctations,our business,financial condition and results of operations also could be adversely affected as a result of such minimum guarantees.In addition,these fixed payments may limit our flexibility in planning for,or reacting to,changes in our business and the markets in which we operate.We rely on

323、 estimates of the market share of licensable content controlled by each content partner,as well as our own user growth and forecasted revenue,to forecast whether such minimum guarantees could be recouped against our actual content acquisition costs incurred over the duration of the license agreement

324、.To the extent that our actual revenue and/or market share underperform relative to our expectations,leading to content acquisition costs that do not exceed such minimum guarantees,our margins may be materially and adversely affected.If we are unable to obtain accurate and comprehensive information

325、necessary to identify the copyright ownership of the content offered on our platform,our ability to obtain necessary or commercially viable licenses from the copyright owners may be adversely affected,which may result in us having to remove content from our platform,and may subject us to potential c

326、opyright infringement claims and difficulties in controlling content-related costs.Comprehensive and accurate copyright owner information for their publishing rights and recording rights underlying our music and long-form audio content is sometimes unavailable to us or difficult or,in some cases,imp

327、ossible for us to obtain for various reasons beyond our control.For example,such information may be withheld by the owners or administrators of such rights,especially with regard to user-generated content or content provided by aspiring artists.If we are unable to identify comprehensive and accurate

328、 copyright owner information for the music or long-form audio content offered on our platform,such as identifying which composers,publishers or collective copyright organizations own,administer,license or sublicense music or long-form audio works,or if we are unable to determine which music or long-

329、form audio works correspond to specific recordings,it may be difficult for us to(i)identify the appropriate copyright owners to whom to pay royalties or from whom to obtain a license or(ii)ascertain whether the scope of a license we have obtained covers specific music or long-form audio works.This a

330、lso may make it difficult to comply with the obligations of any agreements with those rights holders.If we do not obtain necessary and commercially viable licenses from copyright owners,whether due to the inability to identify or verify the appropriate copyright owners or for any other reason,we may

331、 be found to have infringed on the copyright of others,potentially resulting in claims for monetary damages,regulatory fines and penalties,or a reduction of content available to users on our platform,which would adversely affect our ability to retain and expand our user base,attract paying users for

332、 our paid music and long-form audio services and generate revenue from our content library.Any such inability may also involve us in expensive and protracted copyright disputes.If music copyright owners withdraw all or a portion of their music works from the MCSC to the extent the MCSC had not obtai

333、ned authorization to license from the relevant copyright owners,we may have to enter into direct licensing agreements with these copyright owners,which may be time-consuming and costly,and we may not be able to reach an agreement with some copyright owners,or may have to pay higher rates than we currently pay.Pursuant to an agreement we entered into with the MCSC in April 2025,we obtained licenses