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⁴ Based on 2,356,697,680 Class A ordinary shares outstanding, assuming the underwriters do not exercise their over-allotment option.

 

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The directors of Tencent Mobility are Messrs. Ma Huateng and Charles St Leger Searle.

Tencent Mobility does not have any executive officers.

The Reporting Persons have entered into a joint filing agreement dated as of August 6, 2018, a copy of which is attached hereto as Exhibit 1.

(b):

The principal business office of Tencent Holdings is Cricket Square, Hutchins Drive, P.O. Box2681, Grand Cayman KY1-1111, Cayman Islands.

The principal business office of Tencent Mobility is 29/F., Three Pacific Place, No. 1 Queen's Road East, Wanchai, Hong Kong.

The principal business address of the directors and executive officers of Tencent Holdings, and the directors of Tencent Mobility is c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen's Road East, Wanchai, Hong Kong.

(c)

Tencent Holdings is a holding company.  Tencent Holdings and its subsidiaries are principally engaged in provision of value-added services and online advertising services to users in the

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People's Republic of China.  Tencent Holdings has been listed on the main board of the Hong Kong Stock Exchange since June 16, 2004 (SEHK 700).  Tencent Mobility is a direct wholly-owned subsidiary of Tencent and is principally engaged in the activities of development and operation of entertainment applications, provision of promotion activities for WeChat and investment holding.

Yang Siu Shun:

Independent Non-Executive Director of Tencent Holdings, Member of the 13th National Committee of the Chinese People's Political Consultative Conference, a Member of the Exchange Fund Advisory Committee of the Hong Kong Monetary Authority and an Independent Non-Executive Director of Industrial and Commercial Bank of China Limited

Xu Chenye:

Chief Information Officer of Tencent Holdings

Ren Yuxin:

Chief Operating Officer and President of Interactive Entertainment Group, Mobile Internet Group and Online Media Group of Tencent Holdings

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The Reporting Persons acquired the securities described in Item 3 as an investment and to strengthen the strategic relationship between Tencent Holdings and its affiliates and the Issuer.  Consistent with such purposes, and subject to the limitations, rules and requirements under applicable law, limitations under the memorandum and articles of association of the Issuer, as amended, as well as any restrictions under the transaction documents described in Item 6, the Reporting Persons may

 

engage in communications with, without limitation, management of the Issuer, one or more members of the board, other shareholders of the Issuer and other relevant parties, and may make suggestions, concerning the business, assets, capitalization, financial condition, operations, governance, management, prospects, strategy, strategic transactions, financing strategies and alternatives, and future plans of the Issuer, and such other matters as the Reporting Persons may deem relevant to their investment in the Issuer, which communications and suggestions may include proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

Depending on various factors (including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the board of directors of the Issuer, market conditions and general economic and industry conditions), and subject to certain restrictions and limitations included in the transaction documents described in Item 6, the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional Class A Ordinary Shares or other financial instruments of or related to the Issuer or selling some or all of their beneficial holdings and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

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The information set forth in Items 3 and 5 is hereby incorporated by reference into this Item 6.

 

In the Lock-Up Agreement dated as of July 25, 2018 ("Lock-Up Agreement"), Tencent Mobility, TPP and Chinese Rose (collectively, "Tencent Shareholders") have agreed that, without the prior written consent of Credit Suisse Securities (USA) LLC, Goldman Sachs (Asia) L.L.C. and China International Capital Corporation Hong Kong Securities Limited (collectively, "Representatives"), they will not, during the period starting from July 25, 2018 and ending on and through the date that is 180 days thereafter ("Lock-Up Period"), offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Class A Ordinary Shares or American Depositary Shares representing Class A Ordinary Shares (the "ADSs" and, together with Class A Ordinary Shares, the "Issuer Securities") or securities convertible into or exchangeable or exercisable for such Issuer Securities or publicly announce their intention to enter into any of the foregoing transactions, or enter into any swap, hedge or other arrangement that transfers to another any of the economic consequences of ownership of the Issuer Securities, or any options or warrants to purchase any Issuer Securities, or any securities convertible into, exchangeable for or that represent the right to receive Issuer Securities, whether owned as of July 25, 2018 or acquired thereafter, owned directly by the Tencent Shareholders or with respect to which the Tencent Shareholders have beneficial ownership, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement; provided, however, that the foregoing restrictions shall not apply to transactions relating to ADSs acquired in the IPO or open market transactions after the completion of the IPO, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be voluntarily made in connection with subsequent sales of Issuer Securities acquired in such open market transactions.  The foregoing restriction was expressly agreed to preclude the Tencent Shareholders from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to result in a sale or disposition of the Issuer Securities even if such Issuer Securities would be disposed of by someone other than the Tencent Shareholders. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any Issuer Securities or with respect to any security that includes, relates to, or derives any significant part of its value from the Issuer Securities.

 

Representatives, in their sole discretion, on behalf of the underwriters of the IPO may release the ADSs and other securities subject to the Lock-Up Agreement in whole or in part at any time with or without notice.

 

 

Under the Seventh Amended and Restated Shareholders Agreement entered into by and among the Issuer and its shareholders as of March 5, 2018 (“Shareholders Agreement”), certain shareholders parties to such agreement, including Tencent Shareholders, have been granted certain registration rights, a brief summary of which is set forth below:

 

Registration on Form F-3.  Any holder may request the Issuer to file a registration statement on Form F-3 if the Issuer qualifies for registration on Form F-3. The holders are entitled to an unlimited number of registrations on Form F-3 so long as such registration offerings are equal to or in excess of US$500,000.  The Issuer, however, is not obligated to consummate a registration if it has effected two registrations within any twelve-month period. The Issuer has the right to defer filing of a registration statement for a period of not more than 60 days if it determines in good faith that filing of a registration statement in the near future will be materially detrimental to it and its shareholders, but it cannot exercise the deferral right for more than once during any twelve-month period and cannot register any other securities during such 60-day period.

Piggyback Registration Rights. If the Issuer proposes to register its securities for a public offering other than relating to any share incentive plan or a corporate reorganization, it must notify all holders of registrable securities and offer them an opportunity to be included in such registration. If the registrable securities are offered by means of an underwritten offering and the managing underwriter determines in good faith that market factors require a limitation of the number of registrable securities to be underwritten, the managing underwriter may decide to exclude shares from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting will be allocated, first, to the Issuer, second, to each of the holders requesting inclusion of their registrable securities on a pro rata basis based on the total amount of registrable securities requested by each such holder to be included, and third, to holders of other securities of the Issuer, provided that all securities other than registrable securities are first excluded and 25% of shares of registrable securities requested by the holders are included.

 

Expenses of Registration.  The Issuer will bear all registration expenses, other than the underwriting discounts and commissions, fees for special counsel for the holders participating in such registration and certain excepted expenses as described in the Shareholders Agreement, incurred in connection with registrations, filings or qualification pursuant to the Shareholders Agreement.

 

Termination of Obligations.    The Issuer has no obligation to effect any demand, piggyback or Form F-3 registration upon (i) the fifth anniversary from the date of closing of the IPO, (ii) upon the termination, liquidation or dissolution of the Issuer or a Liquidation Event (as defined in the Shareholders Agreement), or (iii) all registrable securities proposed to be sold by a holder may then be sold without registration in any 90-day period under Rule 144 of the Securities Act.

 

 

 

In the Lock-Up Agreement, the Tencent Shareholders also agreed that during the Lock-Up Period, they will not make any demand for or exercise any right with respect to the registration of any Issuer Securities or any security convertible into or exercisable or exchangeable for the Issuer Securities without the prior written consent of Representatives.

 

Exhibit 1

Joint Filing Agreement, dated August 6, 2018, by and among the Reporting Persons.

Exhibit 2*

Seventh Amended and Restated Shareholders Agreement, dated as of March 5, 2018, by and between the Issuer and other parties thereto (incorporated by reference to Exhibit 4.4 of Amendment No.2 to the Issuer’s Registration Statement on Form F-1 (SEC 333-226014), filed with the SEC on July 23, 2018).

Exhibit 3

Lock-Up Agreement, dated July 25, 2018, by Tencent Mobility Limited, Chinese Rose Investment Limited and TPP Follow-on I Holding G Limited.

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*	Confidential treatment requested for certain confidential portions of this exhibit pursuant to Rule 406 under the Securities Act. In accordance with Rule 406, these confidential portions have been omitted and filed by the Issuer separately with the Commission.

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	TENCENT MOBILITY LIMITED
	By:	/s/ James Gordon Mitchell
	Name:	James Gordon Mitchell
	Title:	Authorized Representative

 

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	TENCENT HOLDINGS LIMITED
	By:	/s/ James Gordon Mitchell
	Name:	James Gordon Mitchell
	Title:	Authorized Representative

 

 

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