全国首例！上市公司董监高违反公开承诺案今宣判 上海金融法院4月25日公开宣判原告刘某某、郑某某诉被告上海金某泰化工股份有限公司、袁某、罗某 证券虚假陈述责任纠纷一案。该案是2019年修订《中华人民共和国证券法》以来，全国首例因上市公司 董监高未履行公开增持承诺引发的证券侵权纠纷案件。上海金融法院经审理认为，本案中，袁某、罗某 在首次作出增持承诺时并无资金准备，在后续延期过程中亦未积极筹措资金，且在面对交易所质询时以 过桥资金制作"虚假"存款证明，故难以认定其有增持的真实意愿。从增持主体、承诺增持金额、市场影 响力等角度看，袁某、罗某公开增持承诺信息的披露，对证券市场和投资者预期产生严重误导，其所主 张的未能履行增持承诺的抗辩理由明显不合理，故虚假陈述行为成立且具有重大性。再次，公开承诺人 袁某、罗某为法定信息披露义务人，而非金某泰。 从信息披露的全过程看，金某泰尽到了基本的审查义务，亦无证据证明金某泰明知或应知袁某、罗某存 在虚假陈述，故不应承担案涉虚假陈述行为的民事赔偿责任。综上，经委托第三方机构损失核定，上海 金融法院一审判令被告袁某、罗某共同赔偿原告刘某某投资损失506,130.96元，共同赔偿原告郑某 ...

Group 1 - Tencent Music Group is in discussions to acquire Ximalaya [1] - The negotiations have been confirmed by multiple informed sources [1]

金十数据4月24日讯，国内音频行业头部平台喜马拉雅再陷卖身传闻。4月25日，从多位知情人士处获 悉，喜马拉雅近期与腾讯音乐集团就收购进行了磋商，但潜在估值已大打折扣。公开数据显示，这家拥 有12年历史的平台正经历剧烈人员调整。2021年末4342人的团队，至2024年仅余约1500人，裁员幅度达 65%。2023年底的大规模裁员波及内容、技术等多部门，2024年更实施多轮"人员汰换"。 （凤凰网科 技） 消息称腾讯音乐集团洽谈收购喜马拉雅，过去三年已减员超6成 ...

Core Viewpoint - The article discusses the potential risks of forced delisting of Chinese companies listed in the U.S. and restrictions on U.S. investments in Chinese assets, highlighting the historical context and possible implications for the market [1][2][3]. Group 1: Historical Context of Delisting and Investment Restrictions - The U.S. government previously initiated a delisting crisis for Chinese companies from 2020 to 2022 due to the HFCAA, which required companies to meet PCAOB audit standards [8][11]. - The crisis peaked when 150 Chinese companies were placed on a "pre-delisting" list, leading to an average stock price drop of 60% for 19 tracked companies [11][12]. - Although the delisting risk was mitigated through negotiations, some companies like China Mobile were still forced to delist during the tensions [12]. Group 2: Current Risks and Potential Impacts - Recent statements from U.S. officials suggest the possibility of using the forced delisting of Chinese companies as a negotiation tool, indicating a "black swan" risk that should not be ignored [2][3]. - The article outlines the potential impact on various Chinese companies if forced delisting or investment restrictions were to occur, emphasizing that the likelihood of such actions is currently low but not negligible [2][3]. Group 3: Company-Specific Analysis - A table lists various Chinese companies, their U.S. ticker symbols, market capitalization, and the percentage of shares held by U.S. investors, indicating varying levels of risk exposure [3]. - Companies like Pinduoduo and Didi, which are solely listed in the U.S., would face the most significant impact if delisted, while those with dual listings may experience less severe consequences [20][21]. Group 4: Comparison with Previous Delisting Crisis - The current delisting risk is perceived to be more uncertain than the previous crisis, as it may involve more significant political stakes and core interests [18][19]. - The dependency of Chinese companies on U.S. markets has decreased, with the average trading volume in Hong Kong rising from 10% to 34% since March 2022 [20][38]. Group 5: Response Strategies for Companies - Companies that have established dual listings can transition their shares to continue trading in Hong Kong without significant legal hurdles [23][39]. - For companies solely listed in the U.S., there is a pressing need to convert to a primary listing in Hong Kong before any potential delisting occurs [23][39]. Group 6: Broader Implications of Investment Restrictions - If the U.S. government expands restrictions on investments in Chinese companies, the impact would be more severe than a delisting, leading to permanent capital outflows and potential panic selling [27][28]. - The average U.S. investor ownership in tracked Chinese companies is approximately 39.9%, which could lead to significant market disruptions if restrictions are enacted [28][30].

自4月3日美国总统特朗普正式宣布"对等关税"以来，中美之间多次互相提高关税，目前双方相互加征的关税都已在100%以上。且随着贸易摩擦的升温，中美两国 之间的角力有着进一步向其他领域扩散的风险。 值得关注的是：① 近日美国财政部长曾表示， 不排除以在美上市的中概公司强制退市，作为两国间谈判的筹码之一；② 2月21日， 白宫发布了"America First Investment Policy"备忘录中，也提及了在一定情况下限制美国资金投资于部分中国公司/资产的可能性。 虽然上述两条潜在的风险截至目前仅停留在口头阶段，美国政府尚没有进行任何实质性的动作。但历史上，中概退市威胁并非没有先例： 2020年~2022年间美国政 府就曾以HFCAA法案下，无法获得中概上市公司的审计监管权的原因，正式推进过中概在美退市。 尽管后续中美两国政府达成了协议，中概从美股全面退市并没真正发生，但仍有中移动等公司在争端期间被美政府强制退市，后有如中国石油等在争端缓解后仍 主动选择退市。 由此可见，无论是 强制中概从美股退市、抑或禁止美国资金投资中国资产，虽然最终落地的概率应当非常小，但属于存在先例、不能视而不见的"黑天鹅"风险。 海 ...

Investment Rating - The report maintains a "Buy" rating for Tencent Music (TME.US) with a target price of $15.80, indicating a potential upside of 20.2% from the current price of $13.14 [1][6][11]. Core Insights - The company achieved robust performance in 2024, with total revenue of 28.4 billion RMB, a year-on-year increase of 2.3%. Net profit reached 7.11 billion RMB, up 36.2%, while adjusted net profit was 8.14 billion RMB, reflecting a growth of 30.7% [4][8]. - The integration of AI technology into the music experience is expected to drive a second growth curve for the business, enhancing user engagement and creating new commercial opportunities [5][9][10]. - The report highlights the company's strategic focus on AI technology as a key driver for enhancing its competitive edge in the digital music sector, leading to improved user experience and content ecosystem [6][11]. Financial Performance - In 2024, the online music service revenue was 20.23 billion RMB, growing by 16.1%, with subscription revenue reaching 15.23 billion RMB, a 25.9% increase. The number of paid users grew to 121 million, a 13.4% increase [8]. - The sales gross margin improved from 35.3% in 2023 to 42.3% in 2024, driven by strong growth in subscription and advertising revenues [4][8]. - The report projects continued revenue growth, with expected revenues of 31.08 billion RMB in 2025, reflecting a year-on-year growth of 9.43% [7]. Shareholder Structure - Major shareholders include Tencent with a 47.80% stake and Spotify with 4.12% [3]. Valuation Metrics - The report values the online music business at 7 times price-to-sales (PS) and the social entertainment business at 6 times price-to-earnings (PE), supporting the target price of $15.80 [6][11].

@ JIN10.COM 金十数据 | 一个交易工具 | 25 | | 唯品会 | 66.57 | | | --- | --- | --- | --- | --- | | 26 | માં છે. | 好未来 | 66.49 | | | 27 | | 金山软件 | 64.83 | | | 28 | | 用友网络 | 63.43 | | | 29 | | 同程旅行 | 61.83 | | | 30 | | 奇富科技 | 55.03 | 1 ↑ | | 31 | | 金蝶国际 | 54.3 | -1 1 | | 32 | | 柏楚电子 M | 53.93 | | | 33 | Horoun | 润和软件 | 53.74 | | | 34 | | 中国软件 | 51.28 | | | 35 | KUNLUN | 昆仑万维 | 51.2 | 11 | | 36 | | 深信服 | 50.87 | -1 1 | | 37 | 2) | 三七互娱 | 48.37 | 1 1 | | 38 | | 拓维信息 | 48.03 | -1 | | 39 | | 恺英网络 | 47.5 | | | 40 | | 万国数据 | 45. ...

Voting Rights and Share Structure - Tencent Music Entertainment Group holds 93.8% of the voting rights through its Class B shares as of April 9, 2025[3]. - The total number of outstanding shares is 3,097,809,008, comprising 1,432,859,756 Class A shares and 1,664,949,252 Class B shares[2]. - If all Class B shares are converted to Class A shares, the total Class A shares would increase to approximately 116.2% of the current total[3]. - Tencent and Min River have committed to notify the company before transferring any Class B shares, ensuring they are converted to Class A shares[4]. - EMI Group Limited holds 24,492,362 Class B shares, representing 1.4% of the voting rights[2]. - Tencent is considered the beneficial owner of 141,415,349 Class A shares held by Spotify AB due to a voting agreement[2]. - The company has ten different voting rights beneficiaries, with six being early investors holding nominal interests[2]. - The voting rights structure allows Class B shareholders to convert their shares to Class A shares at any time[3]. - The company has received a waiver from strict compliance with certain Hong Kong listing rules for early investors[2]. - The company has a dual-class voting structure, with Tencent as the primary beneficiary holding a significant proportion of voting rights[7]. - Investors are advised to consider the potential risks associated with investing in companies with different voting rights structures, as the interests of different voting rights beneficiaries may not always align with those of overall shareholders[7]. - The company’s articles of association stipulate that any transfer of B-class shares will only be effective upon registration in the company’s shareholder register[6]. Financial Performance and Revenue Growth - The average revenue per paying user for online music services increased by 15% year-over-year[15]. - The total number of paying users for social entertainment services reached 10 million, representing a growth of 20% compared to the previous year[15]. - The company reported a total revenue of $1.2 billion for the last quarter, a 12% increase from the same period last year[15]. - The paid user conversion rate improved to 25%, up from 22% in the previous quarter[15]. - Future guidance indicates expected revenue growth of 15-20% for the upcoming fiscal year[15]. - The company anticipates changes in revenue, content-related costs, and operating profit margins[21]. - The company aims to achieve a 10% increase in overall profitability through cost optimization strategies[15]. - The company plans to expand its market presence in Southeast Asia, targeting a 30% increase in user base by the end of the next fiscal year[15]. - New product launches in the AI-generated content space are expected to contribute an additional $200 million in revenue over the next year[15]. Operational Structure and Variable Interest Entities - Tencent Music Entertainment Group operates through variable interest entities due to restrictions on foreign investment in certain Chinese sectors[24]. - The company has significant contracts with variable interest entities that allow it to influence their economic performance and obtain most of their economic benefits[24]. - Tencent Music's structure includes various subsidiaries and variable interest entities, ensuring compliance with Chinese laws while maximizing operational efficiency[25]. - The company has a 100% ownership in Tencent Music Entertainment (Shenzhen) Co., Ltd., which operates key services like QQ Music and K Song[27]. - Guangzhou Kugou and Beijing Kuwo, both subsidiaries, are primarily controlled by Tencent, with ownership stakes of 99.6096% and 61.64% respectively[27]. - The company has established partnerships and agreements with local entities to navigate regulatory challenges in the Chinese market[24]. - Tencent Music's business model relies heavily on exclusive purchase rights and service agreements with its variable interest entities[24]. Regulatory Environment and Compliance - The establishment of the National Data Bureau in China on October 25, 2023, aims to enhance the coordination of data resource integration and utilization, impacting the digital economy and data security regulations[46]. - The Cybersecurity Review Measures require network platform operators with over one million users' personal information to undergo cybersecurity reviews before listing abroad, affecting future market strategies[46]. - The Data Cross-Border Flow Regulations, effective from March 22, 2024, mandate security assessments for data processors providing data overseas under certain conditions, influencing international operations[47]. - The company must ensure compliance with the Personal Information Protection Compliance Audit Management Measures, which will be effective from May 1, 2025, requiring audits for entities processing over 10 million personal data[47]. - The company maintains a comprehensive data protection program and has implemented strict internal policies to ensure compliance with cybersecurity and data privacy regulations[48]. - The China Securities Regulatory Commission (CSRC) issued new rules effective March 31, 2023, requiring domestic companies seeking overseas listings to file with the CSRC[49]. - Regulatory bodies in China have intensified scrutiny of live streaming businesses, enforcing real-name registration and restrictions on user tipping[51]. - The implementation of live streaming regulations may adversely affect the company's business and long-term performance due to increased compliance requirements[52]. - Recent amendments to China's Anti-Monopoly Law have strengthened regulations on online platforms, prohibiting monopolistic practices using data and algorithms[53]. - The new anti-monopoly regulations include penalties for failing to notify authorities about mergers that may restrict competition, with fines up to 10% of the previous year's sales[53]. Legal Risks and Liabilities - The company faces significant legal and operational risks due to regulatory powers in China that can impact business operations and foreign investments[29]. - Future regulatory actions may lead to substantial penalties or changes in the company's corporate structure, affecting the financial performance of the variable interest entities[29]. - The company may encounter challenges in executing contractual arrangements with variable interest entities due to uncertainties in the interpretation and application of current and future Chinese laws[28]. - The company faces potential legal liabilities related to user-generated content uploaded to its platform, especially if users have not secured necessary copyright permissions[73]. - The company has been involved in lawsuits related to copyright infringement, which may increase as it continues its international expansion[78]. - The complexity of the company's licensing agreements may impose various obligations that could adversely affect its business operations and financial performance[80]. - The company may incur substantial costs and resource expenditures in defending against infringement claims, regardless of their validity[78]. - The company faces potential legal liabilities if it fails to comply with copyright laws, particularly if it does not take timely action upon receiving proper notifications from rights holders[74]. User Engagement and Content Strategy - The company aims to retain and attract users while expanding its music and audio entertainment content offerings[21]. - The company’s ability to attract and retain users may be significantly adversely affected if it fails to predict user preferences and provide content that meets user needs[61]. - The company is committed to investing substantial resources in content acquisition and production, but may face challenges in successfully sourcing attractive content or recovering investments made in this area[67]. - The company has introduced a paid streaming model for its online music service since Q1 2019 and continues to increase the number of songs under this model, but cannot guarantee sustained popularity or successful exploration of new monetization models[87]. - The company faces challenges in providing high-quality and user-friendly experiences, continuously introducing attractive content, and managing data security and user privacy risks[88]. - The company's strong brand is crucial for retaining and expanding user base and advertising clients, relying on the ability to provide comprehensive and high-quality content and services[90]. Financial Health and Investment - The company has allocated $100 million for research and development in new technologies, focusing on IoT integration[15]. - The company reported a tax rate of 25% on pre-tax profits, leading to a net distributable profit of 67.5% after withholding tax[32]. - The management believes the likelihood of double taxation due to non-deductible expenses being transferred to the Chinese subsidiary is low, which would otherwise reduce post-tax income to approximately 50.6% of pre-tax income[33]. - The company is exploring tax planning strategies to mitigate potential tax liabilities arising from intercompany transactions[32]. - The company is facing regulatory uncertainties in the online music and audio entertainment industry, particularly regarding exclusive copyright agreements, which may impact its business operations and financial performance significantly[97]. - The company requires substantial capital for content acquisition, user acquisition, and technology investments, and failure to secure adequate funding may negatively affect its business outlook[150]. Market Competition and Challenges - The online music and audio entertainment market is rapidly evolving, and the company's success depends on keeping pace with technological changes and user behavior shifts[91]. - The company competes with other online music service providers and social entertainment platforms, facing increasing competition from emerging content forms like live streaming and user-generated short videos[100]. - Competition is based on various factors including content diversity, product features, user experience, and the ability to attract and retain key opinion leaders and live streamers, which are crucial for user engagement[101]. - The company relies on live streamers to drive user traffic and engagement, and any failure to retain these talents could negatively impact its live streaming services[102]. Cybersecurity and Data Protection - The company is subject to extensive regulation in China, and failure to obtain or maintain necessary licenses could lead to significant adverse effects on its business and financial performance[92]. - The company has implemented comprehensive measures to reduce the likelihood of unauthorized content usage, including requiring user confirmation not to upload infringing content[74]. - The company faces risks related to inappropriate behavior by live streamers and users, which could adversely affect its brand image and business operations[105]. - The integration of AI technologies, such as the DeepSeek language model, aims to enhance user experience by enabling personalized music creation and recommendations[113]. - Compliance with evolving cybersecurity and data protection laws may incur significant costs and could necessitate unfavorable changes to the company's operations[124]. Strategic Partnerships and Collaborations - The company relies heavily on its strategic partnership with Tencent, and any disruption in this relationship could significantly impact its business and operational performance[169]. - Several directors of the company are also employees of Tencent, which may create or appear to create conflicts of interest when decisions arise that could impact both parties differently[178]. - The company has entered into an agreement with a content partner, which includes provisions for resolving disputes related to copyright claims, but cannot guarantee immunity from potential infringement claims[72]. Future Outlook and Strategic Initiatives - The company is continuously exploring new markets and regions due to its increasing brand recognition, which may not yield the expected long-term benefits[121]. - The company is actively seeking to expand its market presence and may pursue additional licenses to enhance its service offerings in compliance with local regulations[95]. - The company is investing heavily in content creation and innovation to enhance user experience, which may impact short-term profitability[121]. - The company faces potential economic losses and reputational damage due to privacy issues and security vulnerabilities, which may deter users from utilizing its products[122].

Financial Performance - Total revenues for Q4 2024 were RMB7.46 billion (US$1.02 billion), an 8.2% year-over-year increase, driven by growth in online music services[4] - Revenues from music subscriptions reached RMB4.03 billion (US$552 million), representing an 18.0% year-over-year growth, with paying users increasing by 13.4% to 121.0 million[4] - Net profit for Q4 2024 was RMB2.08 billion (US$284 million), a 47.3% year-over-year growth, while non-IFRS net profit was RMB2.40 billion (US$329 million), up 43.0%[4] - Full year 2024 total revenues increased to RMB28.40 billion (US$3.89 billion), a 2.3% year-over-year growth, with music subscription revenues growing by 25.9% to RMB15.23 billion (US$2.09 billion)[24][28] - Total operating profit for Q4 2024 was RMB2.41 billion (US$330 million), representing a 40.5% year-over-year increase[18] - For the full year of 2024, net profit was RMB7.11 billion (US$974 million), with net profit attributable to equity holders of the Company at RMB6.64 billion (US$910 million) [30] - Non-IFRS net profit for the full year of 2024 was RMB8.14 billion (US$1.12 billion), and non-IFRS net profit attributable to equity holders was RMB7.67 billion (US$1.05 billion) [30] - Basic and diluted earnings per ADS for the full year of 2024 were RMB4.31 (US$0.59) and RMB4.24 (US$0.58), respectively [31] - The profit for the three months ended December 31, 2024, increased to RMB 2,076 million, representing a 47% growth compared to RMB 1,409 million in the same period of 2023[47] - Non-IFRS net profit for the year ended December 31, 2024, reached RMB 8,136 million, up 30.5% from RMB 6,223 million in 2023[47] - Basic earnings per share for Class A and Class B ordinary shares increased to RMB 0.74 for the three months ended December 31, 2024, compared to RMB 0.51 in the same period of 2023, reflecting a 45% increase[47] Revenue Breakdown - Revenues from online music services grew by 16.1% year-over-year to RMB5.83 billion (US$799 million) in Q4 2024, driven by subscription and advertising revenue growth[16] - Revenues from social entertainment services decreased by 13.0% to RMB1.63 billion (US$223 million) in Q4 2024, primarily due to adjustments in live-streaming functions[14][28] - Online music services revenue for the year ended December 31, 2024, was RMB21.74 billion (US$2.98 billion), an increase from RMB17.33 billion in 2023 [44] Profitability and Margins - Gross margin for Q4 2024 improved to 43.6% from 38.3% in Q4 2023, attributed to strong growth in music subscription revenues and advertising services[17] - Gross profit for the year ended December 31, 2024, was RMB12.03 billion (US$1.65 billion), compared to RMB9.80 billion in 2023 [44] - Operating profit for the year ended December 31, 2024, was RMB8.71 billion (US$1.19 billion), up from RMB6.06 billion in 2023 [44] Cash and Investments - Cash and cash equivalents at the end of the year decreased slightly to RMB 13,164 million from RMB 13,567 million at the beginning of the year[54] - The company reported net cash provided by operating activities of RMB 10,275 million for the year ended December 31, 2024, a significant increase from RMB 7,337 million in 2023[54] - The company experienced a net cash used in investing activities of RMB 6,818 million for the year ended December 31, 2024, compared to RMB 1,863 million in 2023, indicating increased investment activity[54] - The company’s financial assets at fair value through other comprehensive income increased significantly to RMB 14,498 million as of December 31, 2024, from RMB 6,540 million in 2023, reflecting a 121% increase[50] Shareholder Returns - The company announced an annual cash dividend of approximately US$273 million and a new share repurchase program of up to US$1 billion[5][8] - The Company declared a cash dividend of US$0.09 per ordinary share, totaling approximately US$273 million for the fiscal year of 2024 [33] - The board of directors authorized a new Share Repurchase Program to repurchase up to US$1 billion of Class A ordinary shares over a 24-month period starting March 2025 [32] Assets and Equity - Total assets as of December 31, 2024, are RMB 90,444 million, an increase of 19.7% from RMB 75,536 million as of December 31, 2023[50] - The total equity attributable to equity holders of the company increased to RMB 67,863 million as of December 31, 2024, compared to RMB 55,907 million as of December 31, 2023, marking a 21.4% growth[51] - Investments accounted for using the equity method rose to RMB 4,669 million as of December 31, 2024, up from RMB 4,274 million in 2023[50] ESG Initiatives - The Company supported 192,000 female artists as part of its ESG initiatives, promoting diversity and inclusion in the music community [34]

Core Points - Tencent Music Entertainment Group (TME) has filed its annual report on Form 20-F with the SEC, including audited financial statements for the fiscal year ended December 31, 2024 [1] - The annual report is accessible on TME's investor relations website and the SEC's website, with hard copies available to shareholders upon request [2] - TME is recognized as the leading online music and audio entertainment platform in China, operating popular music apps such as QQ Music, Kugou Music, Kuwo Music, and WeSing [3]